Attached files
| file | filename |
|---|---|
| EX-21 - EXHIBIT 21 - GLOBAL GOLD CORP | ex21.htm |
| EX-31.2 - EXHIBIT 31.2 - GLOBAL GOLD CORP | ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - GLOBAL GOLD CORP | ex31-1.htm |
| EX-32.1 - EXHIBIT 32.1 - GLOBAL GOLD CORP | ex32-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K
(Mark
One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
[
] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE
ACT OF 1934
For the
transition period from ______ to _______
Commission
file number: 002-69494
GLOBAL
GOLD CORPORATION
(Exact
name of Registrant as Specified in Its Charter)
|
Delaware
|
13-03025550
|
|
(State
or other jurisdiction of
|
(IRS
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
45 East
Putnam Avenue, Greenwich, CT 06830
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number (203) 422-2300
Securities
registered under Section 12(b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act: Common Stock
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act: Yes____ No__X__
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act: Yes____ No__X__
Indicate
by check mark whether the registrant (l) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes:
_X__ No: ____
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes
[ ]
No [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer [
]
Accelerated
filer [ ]
Non-accelerated
filer [ ] (Do not check if
smaller reporting
company) Smaller
reporting company [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ____ No __X__
The
aggregate market value of the voting stock held by non-affiliates of the Company
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of June 30, 2009, was
$1,755,973.
As of
April 14, 2010 there were 41,152,856 shares of the registrant's Common Stock
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant's Proxy Statement relating to the Annual Meeting of
Stockholders scheduled to be held on or around June 18, 2010 are incorporated by
reference into Part III (Items 9 through 13) of this Report
2
Cautionary
Note Regarding Forward-Looking Statements
This
Annual Report includes statements of our expectations, intentions plans and
beliefs that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, as amended and are intended to come within the
safe harbor protection provided by those sections. These statements, which
involve risks and uncertainties, relate to the discussion of business strategies
of Global Gold Corporation ("the Company" or "Global Gold") and our expectations
concerning future operations, margins, profitability, liquidity and capital
resources and to analyses and other information that are based on forecasts of
future results and estimates of amounts not yet determinable. We have used words
such as "may," "will," "should," "expects," "intends," "plans," "anticipates,"
"believes," "thinks," "estimates," "seeks," "expects," "predicts," "could,"
"projects," "potential" and other similar terms and phrases, including
references to assumptions, in this report to identify forward-looking
statements. These forward-looking statements are made based on expectations and
beliefs concerning future events affecting the Company and are subject to
uncertainties, risks and factors relating to our operations and business
environments, all of which are difficult to predict and many of which are beyond
the Company's control, that could cause our actual results to differ materially
from those matters expressed or implied by these forward-looking statements.
These risks and other factors include those listed under "Risk Factors" and
elsewhere in this report. The following factors, among others, could cause our
actual results and performance to differ materially from the results and
performance projected in, or implied by the forward-looking
statements:
|
o
|
the
Company's history of losses and expectation of further
losses;
|
|
o
|
the
effect of poor operating results on the
Company;
|
|
o
|
the
Company's ability to expand its operations in both new and existing
locations and the Company's ability to develop and mine its current and
new sites;
|
|
o
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the
Company's ability to raise capital;
|
|
o
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the
Company's ability to fully utilize and retain new
executives;
|
|
o
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the
impact of litigation, including international
arbitrations;
|
|
o
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the
impact of federal, state, local or foreign government
regulations;
|
|
o
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the
effect of competition in the mining industry;
and
|
|
o
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economic
and political conditions generally.
|
The
Company assumes no obligation to publicly update or revise these forward-looking
statements for any reason, or to update the reasons actual results could differ
materially from those anticipated in, or implied by, these forward-looking
statements, even if new information becomes available in the
future.
Cautionary
Note to U.S. Investors
The
United States Securities and Exchange Commission (the “SEC”) limits disclosure
for U.S. reporting purposes to mineral deposits that a company can economically
and legally extract or produce. We use terms such as “reserves,”
“resources,” “geologic resources,” “proven,” “probable,” “measured,”
“indicated,” or “inferred,” which may not be consistent with the reserve
definitions established by the SEC Industry Guide 7. Laws of foreign
countries including Armenia and Chile are not consistent with SEC Industry Guide
7 regarding use of such terms. We are required to adhere to the mining
laws and requirements of the countries we operate in which includes developing
reserves as well as exploration and mining activities pursuant to laws in the
countries where we operate and to be in compliance with license
requirements. We acknowledge that due to the differences in laws of the
countries in which we operate and SEC Industry Guide 7, our mining activities
are being reported for informational and disclosure purposes based on foreign
country requirements but also that the SEC does not recognize any of our
properties as having proven or probable reserves established under SEC Industry
Guide 7. Under SEC Industry Guide 7, we can only state that we are in the
exploration stage and have found consistencies in mineralization amongst our
drilling results, even though we have foreign country approved reserves,
resources, mining licenses, and sales of concentrate.
3
ITEM
1. DESCRIPTION OF BUSINESS
(1)
GENERAL OVERVIEW
Global
Gold is currently in the exploration stage. It is engaged in exploration for,
and development and mining of, gold, silver, and other minerals in Armenia,
Canada and Chile. The Company's headquarters are located in Greenwich,
Connecticut and its subsidiaries maintain offices and staff in Yerevan, Armenia,
and Santiago, Chile. The Company was incorporated as Triad Energy Corporation in
the State of Delaware on February 21, 1980 and, as further described below,
conducted other business prior to January 1, 1995. During 1995, the Company
changed its name from Triad Energy Corporation to Global Gold Corporation to
pursue certain gold and copper mining rights in the former Soviet Republics of
Armenia and Georgia. The Company has not established proven and probable
reserves, in accordance with SEC Industry Guide 7, at any of its
properties. The Company's stock is publicly traded. The Company
employs approximately 100 people globally on a year round basis and an
additional 200 people on a seasonal basis.
Although
the Company competes with multi-national mining companies which have
substantially greater resources and numbers of employees. The Company’s long
term presence and the expertise and knowledge of its personnel in Armenia and in
Chile allow it to compete with companies with greater resources.
In
Armenia, the Company’s focus is primarily on the exploration, development and
production of gold at the Tukhmanuk property in the North Central Armenian
Belt. The Company is also focused on the exploration and development
of the Marjan and an expanded Marjan North property. In addition, the
Company is exploring and developing other sites in Armenia, including the
Company’s Getik property. The Company also holds royalty and
participation rights in other locations in the country through affiliates and
subsidiaries.
In Chile,
the Company’s focus is primarily on the exploration, development and production
of gold at the Pureo property in south central Chile, near
Valdivia. The Company is also engaged in identifying exploration and
production opportunities at other locations in Chile.
In
Canada, the Company has engaged in uranium exploration activities in the
provinces of Newfoundland and Labrador, but has phased out this activity,
retaining a royalty interest in the Cochrane Pond property in
Newfoundland.
The
Company also assesses exploration and production opportunities in other
countries.
The
subsidiaries of the Company are as follows:
On
January 24, 2003, the Company formed Global Oro LLC and Global Plata LLC, as
wholly owned subsidiaries, in the State of Delaware. These companies were formed
to be equal joint owners of a Chilean limited liability company, Minera Global
Chile Limitada ("Minera Global"), formed as of May 6, 2003, for the purpose of
conducting operations in Chile.
On August
18, 2003, the Company formed Global Gold Armenia LLC ("GGA"), as a wholly owned
subsidiary, which in turn formed Global Gold Mining LLC ("Global Gold Mining"),
as a wholly owned subsidiary, both in the State of Delaware. Global Gold Mining
was qualified to do business as a branch operation in Armenia and owns assets,
royalty and participation interests, as well as shares of operating companies in
Armenia.
On
December 21, 2003, Global Gold Mining acquired 100% of the Armenian limited
liability company SHA, LLC (renamed Global Gold Hankavan, LLC ("GGH") as of July
21, 2006), which held the license to the Hankavan and Marjan properties in
Armenia. On December 18, 2009, the Company entered into an agreement
with Caldera outlining the terms of a joint venture on the Company’s Marjan
property in Armenia (“Marjan JV”). See Subsequent Events for an
update on the Marjan JV and Marjan license.
On August
1, 2005, Global Gold Mining acquired 51% of the Armenian limited liability
company Mego-Gold, LLC, which is the licensee for the Tukhmanuk mining property
and seven surrounding exploration sites. On August 2, 2006, Global
Gold Mining acquired the remaining 49% interest of Mego-Gold, LLC, leaving
Global Gold Mining as the owner of 100% of Mego-Gold, LLC.
On
January 31, 2006, Global Gold Mining closed a transaction to acquire 80% of the
Armenian company, Athelea Investments, CJSC (renamed "Getik Mining Company,
LLC") and it’s approximately 27 square kilometer Getik gold/uranium exploration
license area in the northeast Geghargunik province of Armenia. As of
May 30, 2007, Global Gold Mining acquired the remaining 20% interest in Getik
Mining Company, LLC, leaving Global Gold Mining as the owner of 100% of Getik
Mining Company, LLC.
4
On
January 5, 2007, the Company formed Global Gold Uranium, LLC ("Global Gold
Uranium"), as a wholly owned subsidiary, in the State of Delaware, to operate
the Company's uranium exploration activities in Canada. Global Gold Uranium was
qualified to do business in the Canadian Provinces of Newfoundland and
Labrador.
On August
9, 2007 and August 19, 2007, the Company, through Minera Global, entered
agreements to form a joint venture and on October 29, 2007, the Company closed
its joint venture agreement with members of the Quijano family (“Quijano”) by
which Minera Global assumed a 51% interest in the placer and hard rock gold
Madre de Dios and Pureo properties in south central Chile, near Valdivia. The
name of the joint venture company is Compania Minera Global Gold Valdivia S.C.M.
(“Global Gold Valdivia” or “GGV”). On August 14, 2009, the Company
amended the above agreement whereby Global Gold Valdivia became wholly owned by
the Company and retained only the Pureo Claims Block (approximately 8,200
hectares), transferring the Madre De Dios claims block to the sole ownership to
members of the Quijano family.
The
Company is a reporting company and is therefore subject to the requirements of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and
accordingly files its Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, Definitive Proxy Statements, Current Reports on Form 8-K, and other
information with the Securities and Exchange Commission (the "SEC"). The public
may read and copy any materials filed with the SEC at the SEC's Public Reference
Room at 100 F Street, NW, Washington, DC 20549. Please call the SEC at (800)
SEC-0330 for further information on the Public Reference Room. As an electronic
filer, the Company's public filings are maintained on the SEC's Internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
website is http://www.sec.gov.
The
Company’s filings are also accessible free of charge through the Company's
Internet site after the Company has electronically filed such material with, or
furnished it to, the SEC. The address of that website is http://
www.globalgoldcorp.com. However, such reports may not be accessible through the
Company's website as promptly as they are accessible on the SEC's
website.
(2)
INITIAL ARMENIAN MINING PROJECT
In 1996,
the Company acquired rights under a Joint Venture Agreement with the Ministry of
Industry of Armenia and Armgold, S.E., the Armenian state enterprise, formed to
provide capital and multistage financing of the Armenian gold industry, which
rights were finalized under the Second Armenian Gold Recovery Company Joint
Venture Agreement, dated as of September 30, 1997.
As of
January 31, 1997, the Company and Global Gold Armenia Limited, the Company's
then wholly-owned Cayman Islands subsidiary ("GGA Cayman"), reached an initial
agreement with First Dynasty Mines, Ltd., whose name changed to Sterlite Gold
Ltd. On July 5, 2002 ("Sterlite"),
a Canadian public company and whose shares were traded on the Toronto Stock
Exchange with respect to the initial Armenian project. The Company, GGA Cayman
and Sterlite entered into a definitive agreement, dated May 13, 1997. Under such
agreement, Sterlite acquired all of the stock of GGA Cayman, subject to certain
conditions, by advancing funds in stages necessary for the implementation of the
tailings reprocessing project and the preparation of engineering and business
plan materials for the Armenian Joint Venture and
delivering 4,000,000 shares of First Dynasty (later Sterlite) Common
Stock to the Company (the "FDM Agreement"). The parties thereafter amended the
FDM Agreement on July 24, 1998. Pursuant to the FDM Agreement, the Company
retains the right until December 31, 2009 to elect to participate at a level of
up to 20% with Sterlite, or any of its affiliates or successors in interest, in
any exploration project undertaken by them in Armenia. As of December 31, 2004,
the Company did not own any shares of Sterlite common stock. In 2006, Vedanta
Resources plc ("Vedanta") acquired control of Sterlite through Twin Star
International Limited ("TSI"), an indirect wholly-owned subsidiary of
Vedanta. In September 2007, Vedanta (and Sterlite) announced that
they had closed a stock sale transaction with GeoProMining Ltd., which made
GeoProMining Ltd. and its affiliates the successors to the 20%
obligation.
5
(3)
ARMENIA PROPERTIES
The
Company operates an office in Yerevan, Armenia where it manages its exploration
and mining activities as well as reviews potential acquisitions. A map showing
the location of the properties in Armenia (below) and other information on the
properties are located on the Company's website.
Hankavan
Hankavan
is located in central Armenia in the Kotayk province between Vanadzor and
Meghradzor north of the Marmarik River.
GGH
acquired Hankavan licenses in December of 2003 through the acquisition of the
Armenian company, SHA, LLC (since renamed Global Gold Hankavan, LLC ("GGH")),
and has been conducting a drilling program along with other exploration
activities to confirm the historical feasibility work done on the copper,
molybdenum and gold mineralization in the Soviet era. GGH also expanded its
exploration activities to six other, smaller license areas in and around
Hankavan. In addition, GGH is conducting exploration and planning to
determine the feasibility of a quick start mining operation for copper oxide in
this area. These activities have not been actively pursued pending
performance of a conditional, confidential settlement agreement with the
Armenian Government entered as of February 25, 2008.
See Item
1A “Risk Factors” and Item 3 “Legal Proceedings”, below.
Marjan
The
Marjan mining property is located in Southwestern Armenia, along the Nakichevan
border in the Syunik province. The property is accessible by car or
truck through existing paved and dirt roads. The property comprises
two parts; Marjan Central, where early drilling and underground exploration has
been carried out and; Marjan North (Mazmazak), which is situated some 1.5 km
north of Marjan Central. The whole property is roughly rectangular in
shape, 3.2 km wide by 6.1 km long. The approximate geographic
coordinates of the property are, 39° 24’ 00” Latitude and 45° 51’ 00”
Longitude. Electric power is proximate to the
property. There is also a river which passes in the immediate
proximity to the property. The Company does not have any facilities
or material equipment at the property. The Company has only done
exploration work at the property and has not developed any significant surface
or underground working or infrastructure with the exception of approximately 60
kilometers of roads built. All equipment needed is brought to the
site on an as needed basis from the Company’s other properties or from
contractors.
The area
of the Marjan Property is underlain by Tertiary volcanic rocks, which have been
intruded by north-northwest trending dioritic dykes. The bulk of the
gold mineralization is contained within polymetallic sulphide veins, which are
associated with north-northwest trending hydrothermal alteration
zones. These alteration zones are readily observed on the surface as
rusty to grey zones on outcrops. Two types of gold mineralization
have been observed. These are gold mineralization associated with
sulphide veins in volcanic rocks, and gold mineralization adjacent to dioritic
dykes, which intrude the volcanic rocks.
6
The
Company does not currently have established reserves at the Marjan Property
except as reported by the Republic of Armenia State Committee on Reserves
(“GKZ”) and is focusing on exploration work based on Armenian historical GKZ
records (please refer to the “Cautionary Note to U.S. Investors” on page 3 of
this report). The Company has done geological mapping, ground
geophysical surveys, trenching and diamond drill testing at Marjan and continues
its exploration work there based on the Armenian historical GKZ records in
conjunction with the exploration work and results done so
far. Additional exploration work will need to be funded with
additional funds raised through joint ventures, debt, equity or a combination
thereof.
The
Marjan property is a lode deposit which will be mined using underground
adits. The Company has one National special mining license
#HA-L-14/526 which covers surface rights for mining, exploration and related
purposes for gold and non-ferrous metals (please refer to the “Cautionary Note
to U.S. Investors” on page 3 of this report). The license area is
defined by the following coordinates:
| 1. |
X =
4365000
|
3. |
X =
4363770
|
5. |
X =
4360000
|
| Y = 8570000 | Y = 8574530 | Y = 8572700 | |||
| 2. |
X =
4366800
|
4. | X =4360400 | ||
| Y = 8572000 | Y = 8575250 |
In 2009,
GGH engaged in mapping, sampling, drill analysis and other exploration work at
Marjan and an expanded Marjan North area. As of December 31, 2009,
the Company has not generated any revenue from sales of any concentrate or other
mineralized material at the property. As of December 31, 2009, the
Company has spent approximately $3,515,000 on mining and exploration activities
at this property, excluding acquisition and capital costs.
This
property was previously explored during the Soviet era. SHA, LLC
applied for an original license from the Armenian Government. Global
Gold Mining acquired 100% of SHA, LLC, the Armenian company which held the
license to the property in December 2003. On April 28, 2008, the
Company was issued a twenty-five year “special mining license” for the Marjan
property effective April 22, 2008 and expiring April 22, 2033 which expands the
prior license term and substantially increases the license area from
approximately 1,400 acres to approximately 4,800 acres. The Company
is required to pay annual governmental fees of approximately
$55,000. The Company is also required to perform work at the property
as submitted and approved in its mining plan which includes mining of 150,000
tonnes of mineralized rock between April 22, 2008 and April 21, 2008, and to
have additional reserves approved under Armenian Law in order to maintain the
licenses in good standing (please refer to the “Cautionary Note to U.S.
Investors” on page 3 of this report).
On
December 18, 2009, the Company entered into an agreement with Caldera outlining
the terms of a joint venture on the Company’s Marjan property in Armenia
(“Marjan JV”).
Key terms
include that Caldera shall, subject to terms and conditions, earn a 55% interest
in the Marjan Gold-Silver-Polymetallic Project after completing a bankable
feasibility study on the project or spending US$3.0M on the
property.
As
additional consideration, Caldera will be making a non-refundable US$50,000
deposit by December 30, 2009 and issue 500,000 shares of the company on a
post-consolidated basis. Caldera will also make a payment of US$100,000 no later
than March 30, 2010, all as described below in Exhibit 10.22. A definitive
agreement will be signed as soon as possible, upon completion of due diligence
review, respective board approvals and any regulatory approval that may be
required. The Company received the US$50,000 deposit on December 29,
2009. See Subsequent Events for an update on the Marjan
JV.
See Item
1A “Risk Factors” and Item 3 “Legal Proceedings”, below.
7
Tukhmanuk
The
Tukhmanuk property is adjacent to the Hankavan property in central Armenia,
between the Aragatsotn and Kotayk provinces. The property includes seven
surrounding exploration sites as well as other assets.. The property
is located approximately 60 km (72 km by road) north of Yerevan, close to the
Town of Aparan and some 75 km (by road) from the Alaverdi copper smelter in
northern Armenia. Access to the Tukhmanuk Property is by paved road
(about 57 km from Yerevan to the turn-off of the road north of Aparan and about
15 km by dirt road from Aparan to Melikkyugh, the nearby village to the
site). Local infrastructure is available at the site and at nearby
towns. Infrastructure at the site includes electrical power, cell
phone network and road building equipment. Logistical support, in
terms of power, is available at the Tukhmanuk site, and at Melikkyugh, which is
linked by a 10 Kv line to the Armenian Power grid. Water is available
from natural sources within the property, independent of community
sources. In addition to the central property, the acquisition
included a 200,000 tonne per year capacity plant. The Company has
maintained the plant’s crushers, mills, and gravitation circuits in good
condition while also adding a hydro cyclone and flotation cells, as well as
building a new tailings dam. Other major assets at the property
include several bulldozers, excavators and a track trencher which are all in
good condition. The property also includes some temporary housing
units, and hangers which are used to store core samples, a gold room, and a new
ISO certified laboratory.
The area
of the Tukhmanuk Property is underlain predominantly by Jurassic volcanic rocks
and Cretaceous intrusive rocks. The volcanic rocks comprise andesites
and dacites, and the intrusive rocks are dominantly granitic with minor granitic
gneiss and amphibolites. Parts of the area are also covered by
Tertiary volcanic rocks including obsidian and perlites. Gold
mineralization in the Tukhmanuk area is hosted by both volcanic and intrusive
rocks.
On
October 27, 2009, the Company issued a press release announcing the first stage
of approval of reserves for its Toukhmanuk expansion. The Republic of Armenia’s
State Natural Resources Agency (the "Agency") issued its certificate based
on the proposal of the Agency’s State Geological Expert Commission made during
its October 23, 2009 session. The total ore reserve approved
was roughly 21,900,000 tonnes with an average gold grade of 1.62 grams per
tonne at a cut off grade of 0.80 grams per tonne and an average silver grade of
4.88 grams per tonne. Total approved reserves in the C1 and C2 categories
are roughly 35.614 tonnes (or 1,145,000 ounces) of gold and 107 tonnes (or
3,440,000 ounces) of silver. In its approval, the Agency added that the
“approved reserves entirely correspond to the requirements for Measured and
Indicated reserves under International Standards."
On
November 18, 2009, the Company issued a press release announcing that following
up on the issuance of the approving a first stage gold reserve, the Republic of
Armenia’s State Natural Resources Agency (the “Agency”) has delivered its full
decision with backup calculations on November 13, 2009 confirming an additional
gold resource in the inferred category. The Agency issued its decision based on
the proposal of the Agency’s State Geological Expert Commission made during its
October 23, 2009 session. A copy of the official approval and a partial
unofficial translation are available on the company’s website www.globalgoldcorp.com
.
The
approved gold resource in the Inferred category is 35 tonnes (or 1,225,276
ounces), which together with the approved 1.145 million ounces of reserves marks
a sharp increase from the 8.0 tonnes approved under GKZ decision N28 of January,
26, 2004. The reserve and resource estimates were concluded at a cutoff grade of
0.8 grams per tonne, all as described in Exhibit 10.21 below.
The
Company has done geological mapping, ground geophysical surveys, trenching and
diamond drill testing at Tukhmanuk and continues its exploration work there
based on the Armenian historical GKZ records in conjunction with the exploration
work and results done so far (please refer to the “Cautionary Note to U.S.
Investors” on page 3 of this report). Additional exploration work
will need to be funded with additional funds raised through joint ventures,
debt, equity or a combination thereof. See “Subsequent Events” for
update on funding.
The
Tukhmanuk property is a lode deposit which is being mined using an open pit
method. The Company has one National exploration license #15, as
extended, covering approximately 10,915 acres for sub-surface exploitation of
gold. The Company also has one National mining license #HA-L-14/356
which covers the central section of the property and is approximately 446 acres
for mining gold and silver. The Company is required to pay annual
governmental fees of approximately $32,000. The Company is also
required to spend annually approximately $1,200,000 on exploration work and
mining annually 80,000 tonnes of mineralized rock at the property as submitted
and approved in its mining plan in order to maintain the licenses in good
standing (please refer to the “Cautionary Note to U.S. Investors” on page 3 of
this report). The exploration license area is defined by the
following coordinates:
8
|
Global
Gold Corporation – Tukhmanuk Property, Armenia
|
||
|
Corner
|
Easting
(X)
|
Northing
(Y)
|
|
1
|
4501580
|
8444500
|
|
2
|
4504350
|
8447800
|
|
3
|
4502700
|
8450000
|
|
4
|
4504050
|
8451850
|
|
5
|
4503250
|
8452250
|
|
6
|
4503300
|
8453950
|
|
7
|
4502500
|
8453900
|
|
8
|
4502400
|
8450850
|
|
9
|
4501950
|
8451350
|
|
10
|
4501680
|
8452550
|
|
11
|
4500525
|
8453380
|
|
12
|
4499730
|
8453950
|
|
13
|
4499800
|
8451600
|
|
14
|
4500650
|
8451550
|
|
15
|
4500700
|
8450600
|
|
16
|
4500000
|
8449870
|
|
17
|
4498550
|
8450700
|
|
18
|
4497000
|
8450650
|
|
19
|
4497000
|
8448370
|
|
20
|
4497900
|
8448700
|
|
21
|
4498200
|
8447550
|
|
22
|
4497000
|
8446100
|
|
23
|
4497000
|
8444400
|
|
24
|
4499000
|
8444400
|
|
25
|
4491750
|
8445650
|
In 2008,
Global Gold Mining upgraded the plant and lab, installed a new gold room,
recommenced mining and production of concentrate, and continued its analysis of
the prior years drill results. Also, the Company compiled its reserve
report and submitted it to the state committee on reserves of Armenia in March
2009 (please refer to the “Cautionary Note to U.S. Investors” on page 3 of this
report). The Company has generated minimal sales from gold and silver
concentrate from the property as of December 31, 2009. Sales were
approximately $6,000 in 2006, $10,400 in 2007, nothing in 2008, and $136,600 in
2009. The sales in 2006 were for 41.11 tonnes of gold and silver
concentrate with content of approximately 33 g/t gold and 290 g/t
silver. The sales in 2007 were for 47.23 tones of gold and silver
concentrate with content of approximately 21 g/t gold and 117 g/t
silver. The sales in 2009 were for 109.98 tonnes of gold and silver
concentrate with content of approximately 54 g/t gold and 216 g/t
silver. The Company has mined mineralized rock of approximately
52,000 tonnes in 2006 with content of approximately 1.27 g/t gold and 6.37 g/t
silver, no mining in 2007, approximately 82,000 tonnes in 2008 with content of
approximately 1.85 g/t gold and 5.21 g/t silver, and no mining in
2009. As of December 31, 2009, the Company has spent approximately
$7,660,000 on mining and exploration activities at this property, excluding
acquisition and capital costs.
On May
22, 2008, the government of Armenia issued a “special exploration license” to
the Company for the Tukhmanuk mining property. The license is
effective May 13, 2008 and expires on May 13, 2010 with the option of being
extended for an additional two years. The special exploration license
does not affect the Company’s twenty-five year license over the smaller “Central
Section” of the property. The special exploration license expands the
prior license term and increases the license area by approximately 618 acres,
from approximately 10,297 acres to approximately 10,915 acres.
9
On August
1, 2005, Global Gold Mining entered into a share purchase agreement to acquire
the Armenian limited liability company Mego-Gold, LLC which acquired the license
from the government for the Tukhmanuk mining property and surrounding
exploration sites as well as the owner of the related
processing plant and other assets. On August 2, 2006, Global Gold
Mining exercised its option to acquire the remaining forty-nine percent (49%) of
Mego-Gold, LLC, in exchange for one million dollars ($1,000,000) and five
hundred thousand (500,000) restricted shares of the Company's common stock with
a contingency allowing the sellers to sell back the 500,000 shares on or before
September 15, 2007 for a payment of $1 million if the Company's stock is not
traded at or above two dollars and fifty cents ($2.50) at any time between July
1, 2007 and August 31, 2007. On September 12, 2006, Global Gold
Mining loaned two hundred thousand dollars ($200,000) to Karapet Khachatryan
("Maker"), one of the sellers of Mego-Gold LLC, a citizen of the Republic of
Armenia, as evidenced by a convertible promissory note payable (“Note”) to
Global Gold Mining, with interest in arrears on the unpaid principal balance at
an annual rate equal to ten percent (10%). At any time following September 18,
2006, the Company, at its sole option, had the right to convert all of Maker's
debt from the date of the Note to the date of conversion into shares of common
stock of the Company at the conversion price of $1.50 per share with all of such
shares as security for all obligations. Maker pledged two hundred fifty five
thousand (255,000) shares of the Company's common stock as security for his
obligations thereunder. On September 16, 2007, the contingency period expired
without exercise, extension or amendment. The Company has accounted for this by
booking the 500,000 shares, at the fair market value of $1,000,000, into
Additional Paid-In Capital. The Company also booked the $200,000
secured loan into Note Receivable and accrued interest, from inception of Note
as per the terms of the Note above, into Additional Paid-In
Capital. On February 12, 2008 the Company exercised its option and
converted the Note and accrued interest into one hundred fifty two thousand
seven hundred seventy-eight (152,778) shares, which were then
cancelled.
See Item
1A “Risk Factors” and Item 3 “Legal Proceedings”, below.
Getik
The Getik
property is located in the northeast Geghargunik province of Armenia north-east
of Lake Sevan and approximately 110 km north-east of Yerevan. The
property is accessible by car or trucks through existing paved and dirt
roads. Gas and electric power are available at the
property. The property is located in the Alaverdi-Kapan metallogenic
zone on the edge of the Sevan suture zone in an area characterized by
volcanogenic sedimentary rocks of Jurassic and Eocene age. A series
of granitoid intrusives varying from ganodiorite to rhyolite composition have
been identified in the area associated with a regional scale east-west trending
fault and locale scale north-south trending faults. The Company
does not have any facilities or material equipment at the
property. The Company has only done exploration work at the property
and has not developed any significant surface or underground working or
infrastructure with the exception of approximately 60 kilometers of roads
built. All equipment needed is brought to the site on an as needed
basis from the Company’s other properties or from contractors.
The
Company does not currently have established reserves at the Getik Property and
is focusing on exploration work based on Armenian historical GKZ
records. The Company has done geological mapping, ground geophysical
surveys, trenching and diamond drill testing at Getik and continues its
exploration work there based on the Armenian historical GKZ records in
conjunction with the exploration work and results done so far (please refer to
the “Cautionary Note to U.S. Investors” on page 3 of this
report). Additional exploration work will need to be funded with
additional funds raised through joint ventures, debt, equity or a combination
thereof.
The Getik
property is a lode deposit which will be mined using an open pit. The
Company has two National exploration licenses #85 which covers sub-surface
exploitation of precious metals in the Amrots manifestation and #86 which covers
sub-surface exploitation of non-ferrous metals in the Aygut manifestation, as
further described below. The Company is required to pay annual
governmental fees of $1,000. The Company is also required to spend
annually approximately $1,000,000 on exploration work in order to maintain the
licenses in good standing. The exploration license area is defined by
the following coordinates for the Amrots gold manifestation and Aygut copper
manifestation:
|
Amrots
manifestation:
|
1.
X = 4507000
|
5.
X = 4504350
|
9.
X = 4504000
|
|
Y
= 8517000
|
Y = 8521350
|
Y = 8519650
|
|
|
2.
X = 4507000
|
6.
X = 4504450
|
10.
X = 4504350
|
|
|
Y
= 8525000
|
Y = 8520850
|
Y = 8519000
|
|
|
3.
X = 4503000
|
7.
X = 4504350
|
11.
X = 4504750
|
|
|
Y
= 8525000
|
Y = 8520350
|
Y = 8517000
|
|
|
4.
X = 4503000
|
8.
X = 4504125
|
||
|
Y
= 8522000
|
Y = 8520250
|
|
Aygut
manifestation:
|
1.
X = 4507000
|
3. X
= 4504750
|
|
|
Y
= 8516000
|
Y
= 8517000
|
||
|
2.
X = 4507000
|
4. X
=4504950
|
||
|
Y = 8517000
|
Y
= 8516000
|
10
In 2009,
Getik Mining Company, LLC engaged in mapping, sampling, drill analysis and other
exploration work at the Getik property. As of December 31, 2009, the
Company has not generated any revenue from sales of any concentrate or other
mineralized material at the property. As of December 31, 2009, the
Company has spent approximately $649,000 on mining and exploration activities at
this property, excluding acquisition and capital costs.
On
December 10, 2008, the government of Armenia issued a new special exploration
license expiring December 10, 2013. The Company will conduct further
exploration activities during this period.
On
January 31, 2006, Global Gold Mining closed a share purchase agreement, dated as
of January 23, 2006, with Athelea Investments, CJSC ("AI") and Messrs. Simon
Cleghorn, Sergio DiGiovani, Armen Ghazarian, and Frank Pastorino (the "Sellers")
to transfer 80% of the shares of AI to Global Gold Mining in exchange for
100,000 shares of the Company's common stock. All assets (including the
"Athelea" name) not related to the approximately 27 square kilometer Getik
gold/uranium exploration license area were transferred back to the Sellers. AI
was renamed the "Getik Mining Company, LLC." As of May 30, 2007,
Global Gold Mining acquired the remaining twenty percent interest in Getik
Mining Company, LLC, leaving Global Gold Mining as the owner of one hundred
percent of Getik Mining Company, LLC.
Lichkvadz-Tei
and Terterasar
Lichtvadz-Tei
and Terterasar are located in the southern Armenia province of
Syunik.
On August
15, 2005, Global Gold Mining entered into a joint venture agreement with Iberian
Resources Limited’s subsidiary, Caucusus Resources Ltd. (“CR”) to form the
Aigedzor Mining Company, LLC ("AMC") on an 80% CR, 20% Global Gold Mining basis
in anticipation of jointly acquiring and developing (a) for the Lichkvadz-Tei
and Terterasar mining properties as well as the associated plant and assets in
southern Armenia through the Armenian limited liability company Sipan 1, LLC
("Sipan 1") which is the licensee; and (b) mineral exploration and related
properties within a 20 kilometer radius of the southern Armenian town of
Aigedzor.
On
December 19, 2006, Global Gold Mining entered a "Restructuring, Royalty, and
Joint Venture Termination Agreement" with CR. The agreement restructures the
parties' Aigedzor Mining Company Joint Venture to transfer Global Gold Mining 's
20% interest to CR in exchange for: one million dollars; a 2.5% Net Smelter
Return (“NSR”) royalty payable on all products produced from the Lichkvaz and
Terterasar mines as well as from any mining properties acquired in a 20
kilometer radius of the town of Aigedzor in southern Armenia; the right to
participate up to 20% in any new projects undertaken by Iberian or its
affiliates in Armenia until August 15, 2015; and five million shares of
Iberian's common stock, which are restricted for one year. On February 28, 2007,
Iberian Resources Limited announced its merger with Tamaya Resources Limited
(“Tamaya”), and Tamaya is now developing those properties. As part of
the merger, the five million shares of Iberian’s common stock were exchanged for
twenty million shares of Tamaya’s common stock without any
restrictions. Global Gold Mining retains the right to participate up
to 20% in any new projects undertaken by Tamaya or its affiliates in Armenia
until August 15, 2015 and the 2.5% Net Smelter Return royalty as described
above. During the year ended December 31, 2007, the Company sold all
20,000,000 shares of the Tamaya Resources Limited Stock that it
owned. In 2008, Tamaya and Iberian Resources filed for bankruptcy in
Australia. In 2009, the bankruptcy administrators sold the shares of
Sipan 1, LLC to Terranova Overseas company organized in the United Arab
Emirates which, on information and belief, includes local and foreign
investors and which also assumes the continuing obligations of Sipan 1,
LLC to Global Gold. . The Company has taken action to protect
its rights. On information and belief, the license for Lichkvadz-Tei
was terminated by Armenian authorities in March 2009 and is now in
litigation.
See Item
1A “Risk Factors” and Item 3 “Legal Proceedings”, below.
11
(4) CHILE
PROPERTIES
The
Company operates an office in Santiago, Chile which is engaged in exploration
activities, development of mining projects, and acquisition review. A map
showing the location of the property in Chile (below) and other information
about the properties are located on the Company's website.
Pureo
The Pureo
property is located in south central Chile, near Valdivia, and approximately 700
km south of Santiago. The property consists of approximately 8,200
hectares. The geographic coordinates of the central part of the
property are approximately 39°00’S and 72°00’W. Access to the
property is by paved roads and gravel roads. Infrastructure at the
site includes electrical power, cell phone network and road building
equipment. Water, both industrial and potable, is drawn from
wells. The Company has a hanger and bulldozer at the
property.
The
property is underlain by metamorphic and crystalline rocks of Paleozoic age,
including sericite schist, black to blue shale, altered sandstone and
andesite. These rocks comprise the basement rock assemblage in the
area. In general, these rocks are foliated and, in places, are
intruded by granite, granodiorite and dioritic dikes.
The Pureo
property is mainly a placer deposit which will be mined using an open
pit. The Company’s claims are National exploitation licenses which
carry definitive rights as long as the fees are paid. The Company is
required to pay governmental fees are approximately $30,000 per
year. If gold production is more than the $30,000 in value, then this
amount is refunded. The property is subject to a 17% Net Profits tax
on production. As of December 31, 2009, the Company has not generated
any revenue from sales of any concentrate or other mineralized material at the
property. As of December 31, 2009, the Company has spent
approximately $495,000 on mining and exploration activities at this property,
excluding acquisition and capital costs.
12
On August
9, 2007 and August 19, 2007, the Company, through Minera Global, entered
agreements to form a joint venture and on October 29, 2007, the Company closed
its joint venture agreement with members of the Quijano family by which Minera
Global assumed a 51% interest in the placer and hard rock gold Madre de Dios and
Pureo properties. The name of the joint venture company is Compania
Minera Global Gold Valdivia S.C.M. (“Global Gold Valdivia” or
“GGV”).
Key
agreement terms for the Madre De Dios joint venture agreement include a
1,000,000 euro payment from Global Gold (paid as of October 30, 2007), and the
following joint venture terms: equity interests set at 51%-49% in favor of
Global Gold; of the 3 directors, two (Mr. Krikorian and Dr. Ted Urquhart,
Global's Vice President in Santiago) are appointed by Global Gold; Global Gold
commits to finance at least one plant and mining operation within 3 years as
well as a mutually agreed exploration program to establish proven reserves, and
if that is successful, two additional plants/operations will be financed; and
from the profits of the joint venture, Global Gold will pay its partner an extra
share based on the following scale of 28 million euros for (a) 5 million ounces
of gold produced in 5 years or (b) 5 million ounces of gold proven as reserves
according to Canadian 43-101 standards in 5 years. The definitions of
proven and probable reserves in NI 43-101 reports differ from the definitions in
SEC Industry Guide 7. Also, the SEC does not recognize the terms “measured
resources and indicated resources” or “inferred resources” which are used in NI
43-101 reports. The Company has completed a geological report on the
property.
On July
24, 2009, Global Gold entered into an amendment with members of the Quijano
family (“Quijano”) to the October 29, 2007 Global Gold Valdivia joint venture
subject to final board approval on or before July 31, 2009 whereby GGV will
become wholly owned by Global Gold and retain only the Pureo Claims Block
(approximately 8,200 hectares), transferring the Madre De Dios claims block to
the sole ownership to members of the Quijano family. On July 28,
2009, the amendment was approved by the Company’s board of
directors.
Key terms
of the amendment included that on or before August 15, 2009, GGV transfer to
Quijano or his designee one hundred percent (100%) interest in the current GGV
claims identified as the Madre De Dios Claims Block and Quijano transfer to
Global Gold one hundred percent (100%) interest in the GGV, or its designee, and
the remaining claims identified as the Pureo Claims Block. All
transfers were closed in Santiago, Chile on August 14, 2009 which terminated the
joint venture. If GGV does not commence production on a commercial
basis on the property being transferred to its sole control pursuant to this
agreement within two years (subject to any time taken for permitting purposes),
the property shall revert to Quijano.
Quijano
shall be entitled a 3% NSR royalty interest in all metals produced from the
properties retained in GGV up to a maximum of 27 million Euros, subject to
Quijano’s initial repayment of $200,000 to Global Gold. For three
years, GGV or its designee shall have a right of first refusal on any
bona fide offers for all or any part of the properties transferred to Quijano
(to be exercised within five (5) days). For three years, Quijano
shall also have a right of first refusal on any bona fide offers for all or any
part of the properties retained by GGV or its designee (to be exercised within
twenty (20) days).
In 2009,
the Company continued to plan its mining options, including plant systems for
the Guadaloupe site identified to begin.
See Item
1A “Risk Factors”, below.
Ipun
Island and Chiloe Island Properties
Ipun
Island and Chiloe Island are located in Southern Chile.
On
September 5, 2007, the Company entered into a confidential agreement which was
made public on October 29, 2007, with members of the Quijano family by which the
Company has the option to earn a 51% interest in the Estrella del Sur
Gold-Platinum project on Ipun Island and another gold-platinum property on
Chiloe Island. On March 31, 2008, this agreement was amended
transferring the licenses for the Ipun and Chiloe islands to Global Gold
Valdivia in exchange for 250,000 restricted shares of common stock of Global
Gold Corporation at a fair market value of $0.23 per share, all as further
described in Exhibit 10.5 of Form 8-K filed on April 9, 2008.
On
October 3, 2008, the Company entered into and closed an agreement to sell all of
the Company’s interest in its Chiloe and Ipun island properties in Chile back to
the Quijano family for $200,000 and certain mining equipment, and other
consideration, all as further described in Exhibit 10.3 of Form 8-K filed on
October 8, 2008. The Company has no further interest or activity with
respect to these properties.
See Item
1A “Risk Factors”, below.
13
Santa
Candelaria
Santa
Candelaria is located in Comuna de Diego de Almagro, Region III of
Chile.
The
Company, on January 15, 2003, entered into an option/purchase/lease agreement
with Alfredo Soto Torino and Adrian Soto Torino for the purchase of copper gold
properties in Chanaral District III Chile (the Candelaria 1 to 3, the Santa
Candelaria 1 to 8 and the Torino I mining claims 1 through 7 and Torino II
mining claims 1 through 11) (the "Chilean Agreement"). The Company currently
refers to all of the properties acquired by the Chilean Agreement as "Santa
Candelaria." The Agreement was converted into a purchase agreement on February
4, 2004.
After
certain exploration activities, including limited drilling in 2005, the Company
determined that it should discontinue its exploration operations at Santa
Candelaria, and wrote down its investment. Further, on January 13, 2006, Minera
Global entered into a purchase, option, and royalty agreement with Mr. Adrian
Soto Torino, a citizen of Chile ("AST") to transfer the mining concessions
Candelaria 1, 2, and 3 to AST to mine the gold property and pay Minera Global a
net smelter royalty of 10% until such time as Minera Global has been paid
$75,000 and thereafter a net smelter royalty of 2% for the life of the mine. All
liabilities and fees associated with the property are the responsibility of AST,
and Minera Global retains the option to reacquire the mining concession upon 60
days notice and payment of 1,000,000 Chilean pesos (approximately $2,000 USD
using exchange rates at December 31, 2009).
(5)
CANADA PROPERTIES
A map
showing the location of the properties in Canada and other information about the
properties are located on the Company's website. The Company has
phased out its Canadian properties, retaining a royalty interest in the Cochrane
Pond property in Newfoundland.
Grand
Lake and Shallow Lake
The Grand
Lake and Shallow Lake properties are located in the Canadian province of
Newfoundland and Labrador.
In 2007,
the Company, through Global Gold Uranium, carried out a ground prospecting
survey investigating airborne radiometric anomalies and lake sediment
geochemical anomalies which had been detected by earlier surveys carried out by
mining companies in the 1960s and 1970s. This work was carried out over
the six separate claim blocks situated north and northwest of Happy Valley-Goose
Bay, Labrador.
On
January 18, 2007, Global Gold Uranium entered into a "Labrador Uranium Claims
Agreement" with Messrs. Alexander Turpin and James Weick to acquire an option to
acquire a one hundred percent interest ownership of mineral license rights at or
near Grand Lake (approximately 1,850 acres) and Shallow Lake (approximately
5,750 acres). According to the Labrador Uranium Claims Agreement, Global Gold
Uranium would be solely responsible for exploration and management during the
option periods and can exercise the option to acquire one hundred percent of the
license rights at either property by granting the sellers a 1.5% NSR royalty
which can be bought out for $2,000,000 cash or at the seller's option in common
stock of the Company valued at the six month weighted average of the stock a the
time of exercise. All dollar references are to Canadian dollars. Global Gold
Uranium would earn a One Hundred Percent (100%) option in the Licenses by paying
cash and common stock (20,000 shares initial deposit). In addition, Global Gold
Uranium completed staking 300 claims (approximately 18,531 acres) in the
immediate vicinity of the Grand Lake and Shallow Lake
properties. With respect to the Shallow Lake transaction, the sellers
breached a representation and warranty to keep the license rights in force for a
period after acquisition, several of the licenses lapsed, and Global Gold
Uranium, in its own name, successfully staked the same licenses in June
2007. In 2007, the Company conducted sampling and other exploration
activities on these properties, but without conclusive results as to their
prospectivity. The Company has not issued the initial 20,000 shares
of Common Stock of the Company, and has phased out of these
properties. The licenses have expired as of September 30,
2009.
See Item
1A “Risk Factors”, below.
14
Cochrane
Pond
The
Cochrane Pond property is located in southeastern Newfoundland,
Canada.
On April
12, 2007, Global Gold Uranium entered an agreement to acquire an option for the
Cochrane Pond license area (the "Option Agreement") with Commander Resources
Ltd. ("Commander") and Bayswater Uranium Corp. ("Bayswater"). The Cochrane Pond
property consists of 2,600 claims within 61,000 hectares (approximately 150,708
acres). The Agreement is subject to the conclusion of an option
agreement. Major terms include the following: Global Gold Uranium may
earn a 51% equity interest over a period of four years in Cochrane Pond Property
by completing; Cash payments of US $700,000 over four year period; Share
issuance of 350,000 shares of Global Gold Corporation (50 % each to Commander
and Bayswater (the “CPJV”)) over a four year period; and Property expenditures
over four year period of C$3.5 million as further described in exhibit 10.3 on
Form 8-K filed on April 16, 2007. As of June 30, 2007, the Company
has paid $200,000 and issued 150,000 shares of the Company's common stock,
75,000 shares each to Commander and Bayswater.
On
October 17, 2008, the parties terminated the Option Agreement, and Global Gold
Uranium entered into an agreement (the “Royalty Agreement”) with Commander and
Bayswater pertaining to the Cochrane Pond property. The Royalty
Agreement grants the Company a royalty in the Cochrane Pond property and
terminates the Company’s existing rights and obligations associated with the
Cochrane Pond property. The key terms of the Royalty Agreement are
that the CPJV shall provide a royalty to the Company for uranium produced from
the Cochrane Pond property in the form of a 1% gross production royalty from the
sale of uranium concentrates (yellowcake) capped at CDN $1million after which
the royalty shall be reduced to a 0.5% royalty. In consideration for
the royalty, the Company shall pay $50,000 cash, $25,000 each to Bayswater and
Commander within 30 days, all as further described in exhibit 10.3 of Form 8-K
filed on October 22, 2008. As of November 13, 2008, the
Company has paid $25,000 each to Bayswater and Commander.
See Item
1A “Risk Factors”, below.
(6)
ENVIRONMENT AND ETHICAL MATTERS
The
Company's policy on environmental matters is stated in its Code of Business
Conduct and Ethics (which is posted on the Company’s website), and requires
compliance with all relevant laws and regulations. The Company’s
Insider Trading and Public Information Policy, Charter of the Audit Committee of
the Board of Directors, Charter of the Compensation Committee of the Board of
Directors, and its Nominating and Governance Charter are also posted on its
website and require compliance with all relevant laws and
regulations. Specifically, the Company intends to conduct its
business in a manner that is compatible with the balanced environmental and
economic needs of the
communities in
which it operates. In 2007, the Company instituted a whistleblower
program to encourage reporting of any non compliance with such policies and
procedures.
The
Company is committed to continuous efforts to improve environmental performance
throughout its operations. Accordingly, the Company's policy is to: comply with
international standards as developed by the World Bank; comply with all
applicable environmental laws and regulations and apply responsible standards
where laws and regulations do not exist; assess all projects which will include
a review of the environmental issues associated with project development; make
available these assessments to the appropriate government agencies for review
and approval; encourage concern and respect for the environment; emphasize every
employee's responsibility in environmental and safety performance; foster
appropriate operating practices and training; manage its business with the goals
of preventing incidents and controlling emissions and wastes to below harmful
levels; design, operate, and maintain facilities to this end; respond quickly
and effectively to incidents resulting from its operations, in cooperation with
industry organizations and authorized government agencies; and undertake
appropriate reviews and evaluations of its operations to measure progress and to
foster compliance with these policies. The Company has budgeted approximately
$102,000 for environmental compliance in 2008 of which it has made payments of
approximately $42,000 to Armenian governmental agencies for environmental
compliance and have accrued approximately $60,000 which remain unpaid as of the
date of this filing. The Company did not mine ore in 2009 so it did
not have any additional environmental dues for 2009. The cost for the
Company to maintain environmental compliance has had no substantial limitation
or restriction upon our ability to carry out our mining operations.
ITEM
1A. RISK FACTORS
You
should carefully consider the following risk factors together with all of the
other information contained in this Annual Report on Form 10-K before making an
investment decision with respect to our common stock. Any of the
following risks, as well as other risks and uncertainties described in this
Annual Report on Form 10-K, could harm our business, financial condition and
results of operations and could adversely affect the value of our Common
Stock.
15
EXPLORATION
STAGE COMPANY
The
Company did not engage in the active conduct of a trade or business aside from
development and exploration activities, it has not generated any revenues to
date, with the exception of revenue from the transaction with Iberian Resources
at the end of 2006 and minimal sales of concentrate from
Tukhmanuk. Although the Company maintains mining licenses in Armenia
and has reserves according to the laws of Armenia, the Company has not
established proven and probable reserves, in accordance per SEC Industry Guide
7, at any of it’s properties (please refer to the “Cautionary Note to U.S.
Investors” on page 3 of this report). The Company may encounter
problems, delays, expenses and difficulties typically encountered in the
development stage, many of which may be outside of the Company's
control. These problems include but are not limited to issues
interpreting and proving historical mining data, obtaining and maintaining
quality equipment, licensing difficulties, and financing problems.
LIQUIDITY
RISK – GOING CONCERN
The
Company needs additional funds in order to conduct any active mining development
and production operations in the foreseeable future. Especially in light of the
international financial crisis starting in 2008, there can be no assurance that
any financing for acquisitions or future projects will be available for such
purposes or that such financing, if available, would be on terms favorable or
acceptable to the Company. As such, our independent registered
public accounting firm has concluded that additional revenue arrangements or
financing is needed to enable us to fund our future operations, which raises
substantial about our ability to operate as a going concern, and accordingly has
included this uncertainty in their report on our December 31, 2009 consolidated
financial statements.
COMPETITION
There is
intense competition in the mining industry. The Company is competing with larger
mining companies, many of which have substantially greater financial strengths,
and capital, marketing and personnel resources than those possessed by the
Company. Although the Company competes with multi-national mining
companies which have substantially greater resources and numbers of employees.
The Company’s long term presence and the expertise and knowledge of its
personnel in Armenia and in Chile allow it to compete with companies with
greater resources.
NEED
FOR KEY PERSONNEL
The
Company presently has officers and operation managers intimately familiar with
the operation of mining projects or the development of such projects and with
experience in former Soviet countries and South America. While the Company does
not believe the loss of any director or officer of the Company will materially
and adversely affect its long-term business prospects, the loss of any of the
Company's senior personnel might potentially adversely affect the Company until
a suitable replacement could be found. The Company continues to employ
independent consultants and engineers, and employs through subsidiaries
personnel with mining, geology, and related backgrounds in Armenia, and in
Chile.
TRADING
MARKET
The
Company's Common Stock is currently traded on the OTC Bulletin Board. As a
result, our stockholders may find it more difficult to buy or sell shares of our
common stock than it would be if our stock were listed on a national securities
exchange.
LACK
OF INSURANCE PROTECTION
The
Company may not be able to obtain adequate insurance protection for its foreign
investments.
FLUCTUATION
IN MINERAL PRICES
The
prices of gold and other minerals historically fluctuate and are affected by
numerous factors beyond the Company's control and no assurance can be given that
any reserves proved or estimated will actually be produced.
16
MINING
RISKS
The
Company's proposed mining operations will be subject to a variety of potential
engineering, seismic and other risks, some of which cannot be predicted and
which may not be covered by insurance.
There
are risks inherent in the exploration for, and development of, mineral deposits.
The business of mining by its nature involves significant risks and hazards,
including environmental hazards, industrial incidents, labor disputes, discharge
of toxic chemicals, fire, cave ins, drought, flooding and other acts of
God.
The
occurrence of any of these can delay or interrupt exploration and production,
increase exploration and production costs and result in liability to the owner
or operator of the mine. The Company may become subject to liability for
pollution or other hazards against which it has not insured or cannot insure,
including those in respect of past mining activities for which it was not
responsible.
MINING
CONCESSIONS, PERMITS AND LICENSES
The
Company's mining and processing activities are dependant upon the grant of
appropriate licenses, concessions, leases, permits and regulatory consents which
may be withdrawn or made subject to limitations. Although the Company believes
that the licenses, concessions, leases, permits and consents it holds will be
renewed, if required, when they expire, according to the current laws applicable
in the respective countries, subject to the licensing issues disclosed below in
"Foreign Risks," there can be no assurance that they will be renewed or as to
the terms of any such renewal. Mineral rights within the countries in which the
Company is currently operating are state-owned. Also see discussion under
Foreign Risks and Item 3. “Legal Proceedings,” below.
EXPLORATION
RISKS
Minerals
exploration is speculative in nature, involves many risks and frequently is
unsuccessful. There can be no assurance that any mineralization discovered will
result in an increase in the proven and probable reserves of the Company. If
reserves are developed, it can take a number of years from the initial phases of
drilling and identification of mineralization until production is possible,
during which time the economic feasibility of production may change. Substantial
expenditures are required to establish ore reserves through drilling, to
determine metallurgical processes to extract metals from ore and, in the cases
of new properties, to construct mining and processing facilities. As a result of
these uncertainties, no assurance can be given that the exploration programs
undertaken by the Company will result in any new commercial mining operations
being brought into operation.
FOREIGN
RISKS
The value
of the Company's assets may be adversely affected by political, exchange rate,
economic and other factors in Chile, Canada and Armenia. Armenia is a former
Soviet country in transition, and presents concomitant risks. In particular, in
the past, the Company has experienced delays in the bureaucratic process and has
experienced dealings with corrupt officials at the Ministry of Environment and
Natural Resources in Armenia. The Company practices a zero tolerance program on
corruption.
GGH,
which is the license holder for the Hankavan and Marjan properties, was the
subject of corrupt and improper demands and threats from the former Minister of
the Ministry of Environment and Natural Resources of Armenia, Vardan Ayvazian.
The Company reported this situation to the appropriate authorities in Armenia
and in the United States. Although the Minister took the position that the
licenses at Hankavan and Marjan were terminated, other Armenian governmental
officials assured the Company to the contrary and Armenian public records
confirmed the continuing validity of the licenses. The Company received
independent legal opinions that all of its licenses are valid and remain in full
force and effect, continued to work at those properties, and engaged
international and local counsel to pursue prosecution of the illegal and corrupt
practices directed against the subsidiary, including international arbitration.
On November 7, 2006, the Company initiated the thirty-day good faith negotiating
period (which is a prerequisite to filing for international arbitration under
the 2003 SHA, LLC Share Purchase Agreement) with the three named shareholders
and one previously undisclosed principal, Mr. Ayvazian The Company filed for
arbitration
under the rules under the
International Chamber of Commerce, headquartered in Paris, France, ("ICC") on
December 29, 2006. The forum for this arbitration is New York City, and the
hearing is currently pending for 2010. On June 25, 2008, the Federal
District Court for the Southern District of New York ruled that Mr. Ayvazian was
required to appear as a respondent in the ICC arbitration. On
September 5, 2008, the ICC International Court of Arbitration ruled that Mr.
Ayvazian shall be a party in accordance with the decision rendered on June 25,
2008 by the Federal District Court for the Southern District of New
York. In addition and based on the US Armenia Bilateral Investment
Treaty, Global Gold Mining filed a request for arbitration against the Republic
of Armenia for the actions of the former Minister of Environment and Natural
Resources with the International Centre for Settlement of Investment Disputes,
which is a component agency of the World Bank in Washington, D.C., ("ICSID") on
January 29, 2007. On August 31, 2007, the Government of Armenia and Global Gold
Mining jointly issued
17
the
following statement, "{they} jointly announce that they have suspended the ICSID
arbitration pending conclusion of a detailed settlement agreement. The parties
have reached a confidential agreement in principle, and anticipate that the
final settlement agreement will be reached within 10 days of this announcement."
The Company has learned from public records that GeoProMining Ltd., through an
affiliate, has become the sole shareholder of an Armenian Company, Golden Ore,
LLC, which was granted an illegal and competing license for Hankavan.
GeoProMining Ltd. is subject to the 20% obligations as successor to Sterlite
Resources, Ltd. As of February 25, 2008 Global Gold Mining has
entered into a conditional, confidential settlement agreement with the
Government of the Republic of Armenia to discontinue the ICSID arbitration
proceedings. This agreement does not affect the pending ICC arbitration
involving similar subject matter.
The
Company has previously reported that it is aware that another company has been
using a similar name in the CIS and counsel has received assurances the other
company would cease using the similar name and that company was in the process
of changing its name. In 2007, that company has provided official
documentation that it has changed its name to one that is not similar to Global
Gold.
The
Company is subject to various legal proceedings and claims that arise in the
ordinary course of business. In the opinion of management, the amount of any
ultimate liability with respect to these actions will not materially affect the
Company’s consolidated financial statements or results of
operations.
NO
DIVIDENDS
The
Company currently anticipates that it will retain all of its future earnings, if
any, for use in its operations and does not anticipate paying any cash dividends
in the near term future. There can be no assurance that the Company will pay
cash dividends at any time, or that the failure to pay dividends for periods of
time will not adversely affect the market price for the Company's Common
Stock.
CONTROL
OF THE COMPANY
Drury J.
Gallagher, the Chairman Emeritus, Treasurer, Secretary, and Director, and Van Z.
Krikorian, Chairman, Chief Executive Officer, and Director, own 2,611,453
(6.35%), and 3,150,000 (7.65%) shares, respectively, or a total of 5,761,453
(14.00%) shares, out of the 41,152,856 shares of the Company's Common Stock
issued and outstanding as of December 31, 2009. The two Company
officers, director Nicholas J. Aynilian who owns 1,027,002 (2.50%) and NJA
Investments, which is controlled by Nicholas J. Aynilian, owns 1,400,000 (3.40%)
shares of Common Stock, entered into a shareholders agreement, dated January 1,
2004, that provides for each of the parties to the Agreement to vote for such
individuals as directors.
Firebird
Management, LLC owns a total of 13,438,167 (32.65%) shares, Farallon Capital
owns a total of 2,586,399 (6.28%), and Persistency Capital owns a total of
2,000,000 (4.86%), out of the 41,152,856 shares, of the Company's Common Stock
issued and outstanding as of December 31, 2009.
If these
stockholders act in concert, they could control matters requiring approval by
our stockholders, including the election of directors and could have the ability
to prevent or cause a corporate transaction, even if other stockholders, oppose
such action. The concentration of voting power could also have the
effect of delaying or preventing a change in control which could cause our stock
price to decline.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not
Applicable
ITEM
2. DESCRIPTION OF PROPERTIES
The
Company rents office space in a commercial building at 45 East Putnam Avenue,
Greenwich, CT where it signed a 5-year lease starting on March 1, 2006 at a
starting annual rental cost of $44,200. On October 1, 2006, the Company expanded
its office space by assuming the lease of the adjacent office space. The assumed
lease had less then one year remaining, through September 30, 2008, at an annual
rental cost of $19,500. The assumed lease was extended for an
additional year through September 30, 2009 at an annual rental cost of $22,860
for that period. The assumed lease was further extended through
October 15, 2009 at which point the Company vacated the additional
space. Messrs. Gallagher and Krikorian gave personal guarantees of
the Company's performance for the first two years of the lease.
For a
description of the mining properties in which the Company has an interest, see
Item 1 "Description of Business."
18
ITEM
3. LEGAL PROCEEDINGS
GGH,
which is the license holder for the Hankavan and Marjan properties, was the
subject of corrupt and improper demands and threats from the former Minister of
the Ministry of Environment and Natural Resources of Armenia, Vardan Ayvazian.
The Company reported this situation to the appropriate authorities in Armenia
and in the United States. Although the Minister took the position that the
licenses at Hankavan and Marjan were terminated, other Armenian governmental
officials assured the Company to the contrary and Armenian public records
confirmed the continuing validity of the licenses. The Company received
independent legal opinions that all of its licenses are valid and remain in full
force and effect, continued to work at those properties, and engaged
international and local counsel to pursue prosecution of the illegal and corrupt
practices directed against the subsidiary, including international arbitration.
On November 7, 2006, the Company initiated the thirty-day good faith negotiating
period (which is a prerequisite to filing for international arbitration under
the 2003 SHA, LLC Share Purchase Agreement) with the three named shareholders
and one previously undisclosed principal, Mr. Ayvazian. The Company
filed for arbitration under the rules under the International Chamber of
Commerce, headquartered in Paris, France, ("ICC") on December 29, 2006. The
forum for this arbitration is New York City, and the hearing is currently
pending for 2010. On June 25, 2008, the Federal District Court for
the Southern District of New York ruled that Mr. Ayvazian was required to appear
as a respondent in the ICC arbitration. On September 5, 2008, the ICC
International Court of Arbitration ruled that Mr. Ayvazian shall be a party in
accordance with the decision rendered on June 25, 2008 by the Federal District
Court for the Southern District of New York. In addition and based on
the US Armenia Bilateral Investment Treaty, Global Gold Mining filed a request
for arbitration against the Republic of Armenia for the actions of the former
Minister of Environment and Natural Resources with the International Centre for
Settlement of Investment Disputes, which is a component agency of the World Bank
in Washington, D.C., ("ICSID") on January 29, 2007. On August 31, 2007, the
Government of Armenia and Global Gold Mining jointly issued the following
statement, "{they} jointly announce that they have suspended the ICSID
arbitration pending conclusion of a detailed settlement agreement. The parties
have reached a confidential agreement in principle, and anticipate that the
final settlement agreement will be reached within 10 days of this announcement."
The Company has learned from public records that GeoProMining Ltd., through an
affiliate, has become the sole shareholder of an Armenian Company, Golden Ore,
LLC, which was granted an illegal and competing license for Hankavan.
GeoProMining Ltd. is subject to the 20% obligations as successor to Sterlite
Resources, Ltd. As of February 25, 2008 Global Gold Mining has
entered into a conditional, confidential settlement agreement with the
Government of the Republic of Armenia to discontinue the ICSID arbitration
proceedings. This agreement does not affect the pending ICC arbitration
involving similar subject matter.
The
Company is aware that another company based in Hong Kong began publicly trading
shares in the U.S. with the name Globalgold Corp. The Company’s
counsel has sent the other company a cease and desist letter for using the
similar name and request that it change its name.
The
Company is subject to various legal proceedings and claims that arise in the
ordinary course of business. In the opinion of management, the amount of any
ultimate liability with respect to these actions will not materially affect the
Company’s consolidated financial statements or results of
operations.
PART
II
ITEM
4. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS
ISSUER
PURCHASES OF EQUITY SECURITIES
(a)
Shares of the Company's Common Stock trade on the OTC Bulletin Board under the
symbol "GBGD." The range of high and low bid information for each quarterly
period during 2008 and 2009 were as follows:
|
2008
|
2009
|
|||||||||||||||
|
Quarter
|
High*
|
Low*
|
High*
|
Low*
|
||||||||||||
|
1st
|
$ | 0.70 | $ | 0.35 | $ | 0.20 | $ | 0.05 | ||||||||
|
2nd
|
$ | 0.48 | $ | 0.20 | $ | 0.20 | $ | 0.05 | ||||||||
|
3rd
|
$ | 0.51 | $ | 0.03 | $ | 0.20 | $ | 0.08 | ||||||||
|
4th
|
$ | 0.47 | $ | 0.06 | $ | 0.29 | $ | 0.10 | ||||||||
19
* These
quotations reflect inter-dealer prices without retail mark-up, mark-down or
commissions, and may not reflect actual transactions. Source: Yahoo
Finance
As of
April 13, 2010, the Company had 41,152,856 issued and outstanding shares of its
Common Stock. The Company's transfer agent is American Registrar and Transfer
Company, with offices at 342 E. 900 South, Salt Lake City, Utah 84111, having a
telephone number of (801) 363-9065.
(b) As of
April 13, 2010, there were approximately 1,292 holders of record of shares of
the Company's Common Stock.
(c) The following table provides
information about shares of our Common Stock that may be issued upon the
exercise of options and rights under existing equity compensation plans as of
December 31, 2009.
|
Remaining
available for
|
||||||||||||
|
Number
of Securities to
|
Weighted
average exercise
|
issuance
under equity
|
||||||||||
|
be
issued upon exercise
|
price
of outstanding
|
compensation
plans
|
||||||||||
|
of
oustanding options,
|
options,
warrants and
|
(excluding
securities
|
||||||||||
|
warrants
and right
|
rights
|
reflected
in column
|
||||||||||
|
Plan
Category
|
(a) (#)
|
(b) ($)
|
(a))
(c ) (#)
|
|||||||||
|
Equity
compensation plans (1)
|
||||||||||||
|
approved
by security holders
|
2,454,167 | $ | 0.61 | 545,833 | ||||||||
|
Equity
compensation plans not
|
||||||||||||
|
approved
by security holders
|
0 | 0 | 0 | |||||||||
|
Total:
|
2,454,167 | 545,833 | ||||||||||
(1) The
Company's 2006 Stock Incentive Plan - On June 15, 2006, the Company's
stockholders approved the Global Gold Corporation 2006 Stock Incentive Plan (the
"2006 Stock Incentive Plan") under which a maximum of 3,000,000 shares of Common
Stock may be issued (subject to adjustment for stock splits, dividends and the
like). The 2006 Stock Incentive Plan replaces the Company's Option Plan of 1995
which terminated in June 2005. The Company's 2006 Stock Incentive Plan has a ten
- year term and will expire on June 15, 2016. On June 15, 2006, the Company
granted options to buy 250,000 shares of common stock, at an exercise price of
$1.70 per share, to the then Chairman and CEO, Drury Gallagher. On June 15,
2006, the Company also granted options to buy 62,500 shares of common stock, at
an exercise price of $1.70 per share, to the Controller, Jan Dulman. On
September 18, 2006, the Company granted options to buy 200,000 shares of common
stock, at an exercise price of $1.25 per share, to the then Chief Operating
Officer, Michael T. Mason. On January 1, 2007, the Company granted
options to buy 83,334 shares of common stock, at an exercise price of $0.88 per
share, to the Senior Vice President for Exploration and Development, Hrayr
Agnerian. On January 11, 2007, the Company granted options to each of
the five directors to buy 100,000 (500,000 total) shares of common stock, at an
exercise price of $0.86 per share. On June 15, 2007, the Company
granted options to buy 116,666 shares of common stock, at an exercise price of
$0.83 per share, to the Senior Vice President for Exploration and Development,
Hrayr Agnerian. On June 15, 2007, the Company granted options to buy
150,000 shares of common stock, at an exercise price of $0.83 per share, to the
Chief Financial Officer, Jan Dulman. On June 20, 2007, Michael T.
Mason, the Company’s President, resigned from his position and forfeited options
to buy 100,000 shares of common stock, at an exercise price of $1.25 and his
additional vested options to buy 100,000 shares of common stock have expired
unexercised as of December 31, 2008. On October 1, 2007, the Company
granted options to buy 15,000 shares of common stock, at an exercise price of
$1.00 per share, to a consultant, Paul Airasian, which expired on December 31,
2009. On April 8, 2008, the Company granted options to each of the
five directors to buy 100,000 (500,000 total) shares of common stock, at an
exercise price of $0.45 per share. On March 31, 2009, three months
after the termination of his employment, Hrayr Agnerian’s vested options to buy
200,000 shares of common stock have expired unexercised according to the terms
of his employment agreement. On May 18, 2009, the Company granted
options to each of the five directors to buy 100,000 (500,000 total) shares of
common stock, at an exercise price of $0.20 per share. On May 18, 2009, pursuant
to Mr. Gallagher’s employment agreement extension under his contract and as
confirmed by the independent compensation committee and board of directors, Mr.
Gallagher was granted stock options to purchase 166,667 shares of common stock
of the Company at $0.20 per share vesting on November 18, 2009. On
May 18, 2009, the Company granted to Courtney Fellowes, the Company’s Vice
President of Business Development and Investor Relations, stock options to
purchase 100,000 shares of common stock of the Company at $0.20 per share
vesting on June 18, 2009. On August 12, 2009, the Company granted to
Jan Dulman, the Company’s Chief Financial Officer, stock options to
purchase 225,000 shares of common stock of the Company at $0.14 per share (based
on the closing price at his renewal) vesting in equal quarterly installments
over the term of his employment agreement.
ITEM
5. SELECTED FINANCIAL DATA
Not
applicable
20
ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes included elsewhere in this Annual Report on Form
10-K.
When used
in this report, the words "expect(s)", "feel(s)", "believe(s)", "will", "may",
"anticipate(s)" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those projected.
Readers are cautioned not to place undue reliance on these forward-looking
statements, and are urged to carefully review and consider the various
disclosures elsewhere in this Annual Report on Form 10-K.
RESULTS
OF OPERATIONS
COMPARISON
OF TWELVE-MONTHS ENDED DECEMBER 31, 2009 AND TWELVE-MONTHS ENDED DECEMBER 31,
2008
During
the twelve-month period ended December 31, 2009, the Company's administrative
and other expenses were $2,151,692 which represented a decrease of $1,395,260
from $3,546,952 in the same period last year. The expense decrease was primarily
attributable to lower stock compensation expense of $612,727 less than the prior
year’s period, compensation expense of $582,317 less than the prior year’s
period, legal fees of $80,699 less than the prior year’s period, and travel
expenses of $12,984 less than the prior year’s period.
During
the twelve-month period ended December 31, 2009, the Company's mine exploration
costs were $665,453 which represented a decrease of $2,461,813 from $3,127,266
in the same period last year. The expense decrease was primarily attributable to
the decreased mining activity at the Canadian properties of $30,303, Marjan
property of $425,013, Tukhmanuk property of $1,697,722, the Getik property of
$98,877, and
at the Chilean property
of $209,898.
During
the twelve-month period ended December 31, 2009, the Company's amortization and
depreciation expenses were $1,163,653 which represented a decrease of $57,838
from $1,221,491 in the same period last year. The expense decrease was primarily
attributable to the decreased depreciation expense of $31,171, and the decreased
amortization of licenses of $26,667.
During
the twelve-month period ended December 31, 2009, the Company had interest
expenses of $559,407 which represented an increase of $372,399 from $187,008 in
the same period last year. The expense increase was attributable to
an increase in interest expense of $271,997 on note payable to directors
and an increase interest expense of $100,402 on a secured line of credit both
due to additional borrowings.
During
the twelve-month period ended December 31, 2009, the Company had revenue of
$136,641 which represented an increase of $122,430 from $14,211 in the same
period last year. The increase in revenue is primarily attributable
to an increase in sales of gold concentrate of $136,641 offset by a decrease in
royalty income of $14,211.
The
Company had a gain from a nonrefundable deposit on a joint venture in 2009 of
$50,000 compared to a loss from sale of joint ventures in 2008 of
$765,264. The difference is due to the Company in 2008 selling its
interest in the Ipun and Chiloe island properties in Chile at a loss of $387,764
and its interest in the Cochrane Pond property in Canada at a loss of
$377,500.
The
Company had interest income of $155 in 2009 which represented a decrease of
$2,409 from $2,564 from the same period last year. The decrease is
attributable to lower average cash balance in the United States bank accounts
and lower interest rates.
LIQUIDITY
AND CAPITAL RESOURCES
The
Company continues to experience liquidity challenges.
As of
December 31, 2009, the Company's total assets were $6,256,393, of which $29,551
consisted of cash or cash equivalents.
The
Company's expected plan of operation for the calendar year 2010 is:
(a) To
expand the Tukhmanuk plant capacity to 300,000 tonnes per year, to continue and
to expand gold and silver production at the Tukhmanuk property in Armenia, to
generate income from offering services from the ISO certified lab operating at
Tukhmanuk, and to continue to explore this property to confirm historical
reserve reports, and to explore and develop Marjan, Getik and other mining
properties in Armenia and to generate cash flow and establish gold, silver and
other reserves;
21
(b) To
generate revenue by production at an initial site selected Guadalupe, of the
over 20 potential sites identified, at the Pureo property in Chile through the
Company’s Global Gold Valdivia subsidiary and conduct further development,
exploration, and mining at these properties;
(c) To
review and acquire additional mineral bearing properties; and
(d)
Pursue additional financing through private placements, debt and/or joint
ventures.
The
Company retained the right until December 31, 2009 to elect to participate at a
level of up to 20% with Sterlite Gold Ltd. or any of its affiliates in any
exploration project undertaken in Armenia. This agreement is governed by New
York law and includes New York courts as choice of forum. On October 2, 2006,
Vedanta Resources Plc announced that its tender offer to take control of
Sterlite Gold Ltd. was successful which made it a successor to the twenty
percent participation with Sterlite Gold Ltd. In September 2007, Vedanta (and
Sterlite) announced that they had closed a stock sale transaction with
GeoProMining Ltd., which made GeoProMining Ltd. and its affiliates the
successors to the 20% participation right. The Company is now
reviewing legal options to enforce the 20% right.
The
Company retains the right to participate up to 20% in any new projects
undertaken by the Armenian company Sipan 1, LLC and successors to and affiliates
of Iberian Resources Limited, which merged with Tamaya Resources Limited, in
Armenia until August 15, 2015. In addition, the Company has a 2.5%
NSR royalty on production from the Lichkvaz-Tei and Terterasar mines as well as
from any mining properties in a 20 kilometer radius of the town of Aigedzor in
southern Armenia. On February 28, 2007, Iberian Resources Limited
announced its merger with Tamaya Resources Limited. However, as of
December 31, 2008, Iberian Resources and Tamaya filed for bankruptcy in
Australia and the Company has taken action to protect its rights. In
2009, the bankruptcy administrators sold the shares of Sipan 1, LLC to Terranova
Overseas company organized in the United Arab Emirates which, on
information and belief, includes local and foreign investors and which
also assumes the continuing obligations of Sipan 1, LLC to Global
Gold.
The
Company also anticipates spending additional funds in Armenia and Chile for
further exploration and development of its other properties as well as
acquisition of new properties. The Company is also reviewing new
technologies in exploration and processing. The Company anticipates
that it will issue additional equity or debt to finance its planned
activities. The Company anticipates that it might obtain additional
financing from the holders of its Warrants to purchase 4,750,000 shares of
Common Stock of the Company at an exercise price of $0.15 per share, which
expire on December 9, 2013. If these Warrants were exercised in full,
the Company would receive $712,500 in gross proceeds.
The
Company may engage in research and development related to exploration and
processing at Tukhmanuk during 2010, and anticipates purchasing processing plant
and equipment assets.
The
Company has received a going concern opinion from its independent public
accounting firm. This means that our auditors believe that there is
doubt that we can continue as an on-going business for the next twelve months
unless we raise additional capital to pay our bills. This is because
the Company has not generated any substantial revenues. The Company has
been able to continue based upon its receipt of funds from the issuance of
equity securities and by acquiring assets or paying expenses by issuing stock,
debt, or sale of assets. The Company's continued existence is dependent upon its
continued ability to raise funds through the issuance of securities.
Management's plans in this regard are to obtain other financing until profitable
operation and positive cash flow are achieved and maintained.
See
“Subsequent Events” section for information regarding financing closed with
Industrial Minerals, SA (“IM”) and Armbusinessbank Close Joint Stock Company
(“ABB”) in Yerevan, Armenia. Besides these two financings, there are
no firm commitments from third parties to provide additional financing and the
Company needs additional funds in order to conduct any active mining development
and production operations in the foreseeable future. Especially in light of the
international financial crisis starting in 2008, there can be no assurance that
any financing for acquisitions or future projects will be available for such
purposes or that such financing, if available, would be on terms favorable or
acceptable to the Company.
CRITICAL
ACCOUNTING POLICIES
Stock
Based Compensation - The Company periodically issues shares of Common Stock for
services rendered or for financing costs. Such shares are valued based on the
market price on the transaction date. The Company periodically issues
stock options and warrants to employees and non-employees in non-capital raising
transactions for services and for financing costs.
22
The
Company accounts for the grant of stock and warrant awards in accordance with
ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ASC 718
requires companies to recognize in the statement of operations the grant-date
fair value of warrants and stock options and other equity based
compensation.
The
Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no restrictions and are fully
transferable. In addition, option models require the input of highly
subjective assumptions including the expected stock price
volatility.
For the
years ended December 31, 2009 and 2008, net loss and loss per share include the
actual deduction for stock-based compensation expense. The total stock-based
compensation expense for the years ended December 31, 2009 and 2008 was $419,192
and $1,031,919, respectively. The expense for stock-based compensation is a
non-cash expense item.
Comprehensive
Income - The Company has adopted ASC Topic 220, "Comprehensive
Income." Comprehensive income is comprised of net income (loss) and
all changes to stockholders' equity (deficit), except those related to
investments by stockholders, changes in paid-in capital and distribution to
owners.
The
following table summarizes the computations reconciling net loss to
comprehensive loss for the years ended December 31, 2009 and 2008.
|
Year
Ending December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Net
loss
|
$ | (4,320,561 | ) | $ | (8,953,114 | ) | ||
|
Unrealized
gain (loss) arising
|
||||||||
|
during
year
|
$ | (499,107 | ) | $ | 1,195,490 | |||
|
Comprehensive
loss
|
$ | (4,819,668 | ) | $ | (7,757,624 | ) | ||
Acquisition,
Exploration and Development Costs - Mineral property acquisition costs are
capitalized. Additionally, mine development costs incurred either to develop new
ore deposits and constructing new facilities are capitalized until operations
commence. All such capitalized costs are amortized using a
straight-line basis on a range from 1-10 years, based on the minimum original
license term at acquisition, but do not exceed the useful life of the
capitalized costs. Upon commercial development of an ore body, the
applicable capitalized costs would then be amortized using the
units-of-production method. Exploration costs, costs incurred to
maintain current production or to maintain assets on a standby basis are charged
to operations. Costs of abandoned projects are charged to operations
upon abandonment. The Company evaluates, at least quarterly, the
carrying value of capitalized mining costs and related property, plant and
equipment costs, if any, to determine if these costs are in excess of their net
realizable value and if a permanent impairment needs to be
recorded. The periodic evaluation of carrying value of capitalized
costs and any related property, plant and equipment costs are based upon
expected cash flows and/or estimated salvage value in accordance with ASC Topic
360, "Accounting for the Impairment or Disposal of Long-Lived
Assets."
Impairment
of Long-Lived Assets - Management reviews and evaluates the net carrying value
of all facilities, including idle facilities, for impairment at least annually,
or upon the occurrence of other events or changes in circumstances that indicate
that the related carrying amounts may not be recoverable. We estimate the net
realizable value of each property based on the estimated undiscounted future
cash flows that will be generated from operations at each property, the
estimated salvage value of the surface plant and equipment and the value
associated with property interests. All assets at an operating segment are
evaluated together for purposes of estimating future cash flows.
23
The
Company does not hold any market risk sensitive instruments nor does it have any
foreign currency exchange agreements. The Company maintains an
inventory of unprocessed ore and gold concentrate which are carried on the
balance sheet as of December 31, 2009 at $772,298 and $32,855, respectively, and
unprocessed ore and gold concentrate of $796,235 and $98,311, respectively, as
of December 31, 2008 with our Armenian subsidiary Mego-Gold LLC. The
Company does not maintain any commodity hedges or futures arrangements with
respect to this unprocessed ore.
Financial
instruments which potentially subject the Company to concentrations of credit
risk consist principally of cash. The Company places its cash with high credit
quality financial institutions in the United States and Armenia. Bank
deposits in the United States did not exceed federally insured limits as of
December 31, 2009 and December 31, 2008. As of December 31, 2009 and
December 31, 2008, the Company had approximately $250 and $10,000, respectively,
in Armenian bank deposits and $21,000 and $27,000, respectively, in Chilean bank
deposits, which may not be insured. The Company has not experienced any losses
in such accounts through December 31, 2009 and as of the date of this
filing.
The
majority of the Company's present activities are in Armenia and Chile. As with
all types of international business operations, currency fluctuations, exchange
controls, restrictions on foreign investment, changes to tax regimes, political
action and political instability could impair the value of the Company's
investments.
ITEM
7. FINANCIAL STATEMENTS
The
audited consolidated financial statements of the Company, notes thereto and
report of Independent Certified Public Accountants thereon for the fiscal years
ended December 31, 2009 and December 31, 2008, by Sherb & Co, LLP, are
attached hereto as a part of, and at the end of, this report.
ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not
Applicable
ITEM
8A(T). CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) promulgated under the Security Exchange Act of 1934, as amended (the
“Exchange Act”)) that are designed to ensure that information that would be
required to be disclosed in Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and that such information is accumulated
and communicated to our management, including the President and Chief Operating
Officer and Senior Vice President and Chief Financial Officer (our Principal
Executive Officer and Principal Financial Officer, respectively), as
appropriate, to allow timely decisions regarding required
disclosure.
As of
December 31, 2009, we carried out an evaluation, under the supervision and with
the participation of our management, including the Principal Executive Officer
and Principal Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the
foregoing, our Principal Executive Officer and Principal Financial Officer
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this Annual Report.
24
(b)
Management’s Annual Report on Internal Control over Financial
Reporting
We are
responsible for establishing and maintaining adequate internal control over
financial reporting. As defined in the securities laws, internal
control over financial reporting is a process designed by, or under the
supervision of, our Principal Executive and Principal Financial Officers and
effected by our Board of Directors, management, and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of our
assets; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of management and
directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.
The
Company's internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external reporting purposes in
accordance with generally accepted accounting principles.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may
deteriorate.
Management
conducted an evaluation of the effectiveness of the internal controls over
financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange
Act) as of December 31, 2009, based on the framework in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
Management,
including the Principal Executive and Principal Financial Officers, based on
their evaluation of the Company's internal control over financial reporting,
have concluded that the Company's internal control over financial reporting was
effective as of December 31, 2009.
This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report.
(b)
Changes in Internal Control over Financial Reporting
There
have been no changes in the Company's internal control over financial reporting
that occurred in the fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
ITEM
8B. OTHER INFORMATION
Not
Applicable
25
PART
III
ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The
information required by this Item 9 is incorporated by reference from the
Company's Proxy Statement relating to the 2010 Annual Meeting of Stockholders
scheduled to be held on or around June 18, 2010.
ITEM
10. EXECUTIVE COMPENSATION
The
information required by this Item 10 is incorporated by reference from the
Company's Proxy Statement relating to the 2010 Annual Meeting of Stockholders
scheduled to be held on or around June 18, 2010.
ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The
information concerning required by this Item 11 is incorporated by reference
from the Company's Proxy Statement relating to the 2010 Annual Meeting of
Stockholders scheduled to be held on or around June 18, 2010.
ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The
information required by this Item 12 is incorporated by reference from the
Company's Proxy Statement relating to the 2010 Annual Meeting of Stockholders
scheduled to be held on or around June 18, 2010.
ITEM
13. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
information required by this Item 13 is incorporated by reference from the
Company's Proxy Statement relating to the 2010 Annual Meeting of Stockholders
scheduled to be held on or around June 18, 2010.
26
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Financial Statements.
The
following documents are filed as part of this report: Financial Statements of
the Company, including the report of Independent Certified Public Accountants,
Balance Sheet, Statements of Operations, Statements of Stockholders' Equity
(Deficit) and Comprehensive Income (Loss), Statements of Cash Flow and Notes to
Financial Statements: as of and for the years ended December 31, 2009 and
December 31, 2008.
(b)
Exhibits.
|
Exhibit
3.1
|
Amended
and Restated Certificate of Incorporation of the Company, effective
November 20, 2003. (1)
|
|
Exhibit
3.2
|
Amended
and Restated Bylaws of the Company, effective November 20, 2003.
(2)
|
|
Exhibit
10.1
|
Employment
Agreement, dated as of January 1, 2007, by and between Global Gold
Corporation and Hrayr Agnerian.
(3)
|
|
Exhibit
10.2
|
Labrador
Uranium Claims Agreement, dated January 18, 2007.
(4)
|
|
Exhibit
10.3
|
Agreement
to Acquire Option on Cochrane Pond Property dated April 12, 2007.
(5)
|
|
Exhibit
10.4
|
First
Amendment of the January 23, 2006 Share Purchase Agreement (Athelea
Investments), dated as of May 30, 2007.
(6)
|
|
Exhibit
10.5
|
Employment
Agreement, dated as of June 15, 2007, by and between Global Gold
Corporation and Jan Dulman.
(7)
|
|
Exhibit
10.6
|
Employment
Agreement, dated as of June 15, 2007, by and between Global Gold
Corporation and Lester Caesar.
(8)
|
|
Exhibit
10.7
|
Amended
Employment Agreement, dated as of June 15, 2007, by
and between Global Gold Corporation and Hrayr Agnerian.
(9)
|
|
Exhibit
10.8
|
Nominating
and Governance Charter dated June 15, 2007.
(10)
|
|
Exhibit
10.9
|
Madre
De Dios Mining Property Joint Venture Agreement and Options for Chiloe and
Ipun Island properties dated as of August 9, 2007.
(11)
|
|
Exhibit
10.10
|
Commitment
to Contribute Mining Concession to a Contractual Mining Company
(Unofficial English Translation) dated as of August 19, 2007.
(12)
|
|
Exhibit
10.11
|
Contractual
Mining Company Agreement (Unofficial English Translation) dated as
of October 29, 2007. (13)
|
|
Exhibit
10.12
|
Amended
Terms for Options on Chiloe and Ipun Island Properties dated March 31,
2008 and confirmed April 8, 2008.
(14)
|
|
Exhibit
10.13
|
Chiloe
and Ipun Island Properties Sale Agreement dated as of October 3, 2008.
(15)
|
|
Exhibit
10.14
|
Royalty
Agreement on Cochrane Pond Property, Newfoundland dated as of October 17,
2008. (16)
|
|
Exhibit
10.15
|
Private
Placement Agreement, dated December 8, 2008.
(17)
|
|
Exhibit
10.16
|
Material
Contract – Amendment of Global Gold Valdivia Joint Venture Terms,
Separation of Properties and
Royalty Agreement (18)
|
|
Exhibit
10.17
|
Employment
Agreement, dated as of August 11, 2009, by and between Global Gold
Corporation and Van Krikorian. (19)
|
|
Exhibit
10.18
|
Employment
Agreement, dated as of August 11, 2009, by and between Global Gold Mining,
LLC and Ashot Boghossian. (20)
|
27
|
Exhibit
10.19
|
Employment
Agreement, dated as of August 11, 2009, by and between Global Gold
Corporation and Jan Dulman. (21)
|
|
Exhibit
10.20
|
Employment
Agreement, dated as of August 11, 2009, by and between Global Gold
Corporation and Lester Caesar. (22)
|
|
Exhibit
10.21
|
Armenian
State Natural Resources Agency Decision N234 on the Recalculation of
Reserves for Toukhmanuk – delivered Friday, November 13, 2009 – Partial
Unofficial Translation.
(23)
|
|
Exhibit
10.22
|
Material
Contract – Marjan Joint Venture Agreement dated as of December 18, 2009.
(24)
|
|
Exhibit
10.23
|
Material
Contract – Mego Gold, LLC Gold Concentrate Supply Contract with Industrial
Minerals SA dated as of February 25, 2010.
(25)
|
|
Exhibit
10.24
|
Material
Contract – Mego Gold, LLC Security Agreement with Industrial Minerals SA
dated as of February 25, 2010. (26)
|
|
Exhibit
10.25
|
Material
Contract – Global Gold Corporation Guarantee to Industrial Minerals SA
dated as of February 25, 2010. (27)
|
|
Exhibit
10.26
|
Material
Contract – Marjan Joint Venture Agreement dated as of March 24, 2010.
(28)
|
|
Exhibit
10.27
|
Material
Contract – (Unofficial English Translation) Mego Gold, LLC non revolving
credit line from Armbusinessbank signed March 26, 2010.
(29)
|
|
Exhibit
21
|
List
of Subsidiaries.
|
|
Exhibit
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14 (a) of the
Sarbanes-Oxley Act of 2002.
|
|
Exhibit
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14 (a) of the
Sarbanes-Oxley Act of 2002.
|
|
Exhibit
32.1
|
Certification
of the Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
(1)
Incorporated herein by reference to Exhibit 3.1 to the Company's annual report
on 10-KSB for the year ended December 31, 2007 filed with the SEC on March 31,
2008.
(2)
Incorporated herein by reference to Exhibit 3.2 to the Company's annual report
on 10-KSB for the year ended December 31, 2007 filed with the SEC on March 31,
2008.
(3)
Incorporated herein by reference to Exhibit 10.7 to the Company's annual report
on 10-KSB for the year ended December 31, 2006 filed with the SEC on April 2,
2007.
(4)
Incorporated herein by reference to Exhibit 10.3 to the Company's current report
on Form 8-K filed with the SEC on January 24, 2007.
(5)
Incorporated herein by reference to Exhibit 10.3 to the Company's current report
on Form 8-K filed with the SEC on April 13, 2007.
(6)
Incorporated herein by reference to Exhibit 10.3 to the Company's current report
on Form 8-K filed with the SEC on May 31, 2007.
(7)
Incorporated herein by reference to Exhibit 10.5 to the Company's quarterly
report on 10-QSB for the second quarter ended June 30, 2007, filed with the SEC
on August 14, 2007.
(8)
Incorporated herein by reference to Exhibit 10.6 to the Company's quarterly
report on 10-QSB for the second quarter ended June 30, 2007, filed with the SEC
on August 14, 2007.
(9)
Incorporated herein by reference to Exhibit 10.4 to the Company's quarterly
report on 10-QSB for the second quarter ended June 30, 2007, filed with the SEC
on August 14, 2007.
28
(10)
Incorporated herein by reference to Exhibit 3.1 to the Company's current report
on Form 8-K filed with the SEC on June 20, 2007.
(11)
Incorporated herein by reference to Exhibit 10.3 to the Company's current report
on Form 8-K filed with the SEC on September 7, 2007.
(12)
Incorporated herein by reference to Exhibit 10.4 to the Company's current report
on Form 8-K filed with the SEC on September 7, 2007.
(13)
Incorporated herein by reference to Exhibit 10.4 to the Company's current report
on Form 8-K filed with the SEC on November 1, 2007.
(14)
Incorporated herein by reference to Exhibit 10.5 to the Company's current report
on Form 8-K filed with the SEC on April 9, 2008.
(15)
Incorporated herein by reference to Exhibit 10.3 to the Company's current report
on Form 8-K filed with the SEC on October 8, 2008.
(16)
Incorporated herein by reference to Exhibit 10.3 to the Company's current report
on Form 8-K filed with the SEC on October 22, 2008.
(17)
Incorporated herein by reference to Exhibit 10.15 to the Company’s annual report
on Form 10-K filed with the SEC on April 15, 2009.
(18)
Incorporated herein by reference to Exhibit 10.5 to the Company’s current report
on Form 8-K filed with the SEC on July 29, 2009.
(19)
Incorporated herein by reference to Exhibit 10.10 to the quarterly report on
10-Q for the second quarter ended June 30, 2009, filed with the SEC on August
14, 2009.
(20)
Incorporated herein by reference to Exhibit 10.11 to the quarterly report on
10-Q for the second quarter ended June 30, 2009, filed with the SEC on August
14, 2009.
(21)
Incorporated herein by reference to Exhibit 10.12 to the quarterly report on
10-Q for the second quarter ended June 30, 2009, filed with the SEC on August
14, 2009.
(22)
Incorporated herein by reference to Exhibit 10.13 to the quarterly report on
10-Q for the second quarter ended June 30, 2009, filed with the SEC on August
14, 2009.
(23)
Incorporated herein by reference to Exhibit 10.3 to the Company’s current report
on Form 8-K filed with the SEC on November 19, 2009.
(24)
Incorporated herein by reference to Exhibit 10.3 to the Company’s current report
on Form 8-K filed with the SEC on December 22, 2009.
(25)
Incorporated herein by reference to Exhibit 10.3 to the Company’s current report
on Form 8-K filed with the SEC on March 2, 2010.
(26)
Incorporated herein by reference to Exhibit 10.4 to the Company’s current report
on Form 8-K filed with the SEC on March 2, 2010.
(27)
Incorporated herein by reference to Exhibit 10.5 to the Company’s current report
on Form 8-K filed with the SEC on March 2, 2010.
(28)
Incorporated herein by reference to Exhibit 10.4 to the Company’s current report
on Form 8-K filed with the SEC on March 25, 2010.
(29)
Incorporated herein by reference to Exhibit 10.3 to the Company’s current report
on Form 8-K filed with the SEC on March 30, 2010.
29
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
GLOBAL
GOLD CORPORATION
(Registrant)
|
|||
|
By:
|
/s/ Van
Z. Krikorian
|
||
|
Van
Z. Krikorian, Chairman, Chief Executive Officer and
Director
|
|||
|
April
15, 2010
Date
|
|||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
/s/
Jan Dulman
|
4/15/10
|
/s/
Van Z. Krikorian
|
4/15/10
|
|
|
Jan
Dulman
Chief
Financial Officer
|
Van
Z. Krikorian, Chairman, Chief Executive
Officer
and Director
|
|||
|
/s/
Drury J. Gallagher
|
4/15/10
|
/s/
Nicholas J. Aynilian
|
4/15/10
|
|
|
Drury
J. Gallagher
|
Nicholas
J. Aynilian
|
|||
|
Chairman
Emeritus,
|
Director
|
|||
|
Treasurer
and Director
|
||||
|
/s/
Lester S. Caesar
|
4/15/10
|
/s/
Harry Gilmore
|
4/15/10
|
|
|
Lester
S. Caesar
|
Harry
Gilmore
|
|||
|
Controller
|
Director
|
|||
|
/s/
Ian C. Hague
|
4/15/10
|
|||
|
Ian
C. Hague
|
||||
|
Director
|
||||
30
GLOBAL
GOLD CORPORATION AND SUBSIDIARIES
(An
Exploration Stage Company)
CONSOLIDATED
FINANCIAL STATEMENTS
Table of
Contents
|
Page
|
|
|
Report
of Independent Registered Public Accounting
|
|
|
Firm
- for the years ended December 31, 2009 and 2008
|
F-1
|
|
Consolidated
Balance Sheets - as of December 31, 2009 and 2008
|
F-2
|
|
Consolidated
Statements of Operations and Comprehensive Loss -
|
|
|
for
the years ended December 31, 2009 and 2008 and the
development
|
|
|
stage
period from January 1, 1995 through December 31, 2009
|
F-3
|
|
Consolidated
Statements of Changes in Stockholders' Equity (Deficit)
|
|
|
-
for the development stage period from January 1, 1995
|
|
|
through
December 31, 2009
|
F-4
to F-6
|
|
Consolidated
Statements of Cash Flows - for the years ended
|
|
|
December
31, 2009 and 2008 and the development stage
|
|
|
period
from January 1, 1995 through December 31, 2009
|
F-7
|
|
Notes
to Consolidated Financial Statements
|
F-8
to F-28
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Stockholders and Board of Directors Global Gold Corporation and Subsidiaries (An
Exploration Stage Company)
We have
audited the accompanying consolidated balance sheets of Global Gold Corporation
and Subsidiaries (An Exploration Stage Company) (the “Company”) as of December
31, 2009 and 2008 and the related consolidated statements of operations and
comprehensive income, stockholders' equity (deficit) and cash flows for the
years ended December 31, 2009 and 2008. We did not audit the period beginning
January 1, 1995 through December 31, 2009. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Accordingly we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2009 and 2008 and the results of their operations and their cash flows for
the years ended December 31, 2009 and 2008 in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred
significant losses as more fully described in Note 2. These issues raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/Sherb
& Co., LLP
Certified
Public Accountants
New York,
New York
April 15,
2010
F-1
|
GLOBAL
GOLD CORPORATION AND SUBSIDIARIES
|
||||||||
|
(An
Exploration Stage Company)
|
||||||||
|
CONSOLIDATED
BALANCE SHEETS
|
||||||||
|
ASSETS
|
||||||||
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
|
$ | 29,551 | $ | 228,371 | ||||
|
Inventories
|
946,369 | 1,057,833 | ||||||
|
Tax
refunds receivable
|
147,919 | 178,909 | ||||||
|
Prepaid
expenses
|
2,986 | 8,459 | ||||||
|
Other
current assets
|
10,173 | 39,141 | ||||||
|
TOTAL
CURRENT ASSETS
|
1,136,998 | 1,512,713 | ||||||
|
LICENSES,
net of accumulated amortization of $1,876,971 and $1,412,340,
respectively
|
2,996,130 | 3,460,761 | ||||||
|
DEPOSITS
ON CONTRACTS AND EQUIPMENT
|
369,425 | 440,510 | ||||||
|
PROPERTY,
PLANT AND EQUIPMENT, net of accumulated depreciation of $1,982,761 and
$1,591,207, respectively
|
1,753,840 | 2,802,415 | ||||||
| $ | 6,256,393 | $ | 8,216,399 | |||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||||
|
CURRENT
LIABILITIES:
|
||||||||
|
Accounts
payable and accrued expenses
|
$ | 2,085,172 | $ | 1,722,391 | ||||
|
Wages
payable
|
1,174,547 | 131,243 | ||||||
|
Deposit
payable
|
- | 150,000 | ||||||
|
Secured
line of credit - short term portion
|
486,800 | 389,099 | ||||||
|
Current
portion of note payable to Directors
|
4,183,239 | 970,890 | ||||||
|
TOTAL
CURRENT LIABILITIES
|
7,929,758 | 3,363,623 | ||||||
|
SECURED
LINE OF CREDIT - LONG TERM PORTION
|
57,111 | 286,943 | ||||||
|
NOTE
PAYABLE TO DIRECTORS
|
729,167 | 2,625,000 | ||||||
|
TOTAL
LIABILITIES
|
8,716,036 | 6,275,566 | ||||||
|
STOCKHOLDERS'
EQUITY (DEFICIT):
|
||||||||
|
Common
stock $0.001 par, 100,000,000 shares authorized; 41,152,856 and
39,187,023
|
||||||||
|
at
December 31, 2009 and December 31, 2008, respectively, shares issued and
outstanding
|
41,153 | 39,187 | ||||||
|
Additional
paid-in-capital
|
31,399,576 | 30,982,350 | ||||||
|
Accumulated
deficit prior to development stage
|
(2,907,648 | ) | (2,907,648 | ) | ||||
|
Deficit
accumulated during the development stage
|
(33,800,807 | ) | (29,480,246 | ) | ||||
|
Accumulated
other comprehensive income
|
2,808,083 | 3,307,190 | ||||||
|
TOTAL
STOCKHOLDERS' EQUITY (DEFICIT)
|
(2,459,643 | ) | 1,940,833 | |||||
| $ | 6,256,393 | $ | 8,216,399 | |||||
The
accompanying notes are an integral part of these audited financial
statements
F-2
|
GLOBAL
GOLD CORPORATION AND SUBSIDIARIES
|
|
(An
Exploration Stage Company)
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS
|
|
Cumulative
amount
|
||||||||||||
|
from
|
||||||||||||
|
Year
Ended
|
January 1, 1995 | |||||||||||
| December 31, | through | |||||||||||
|
2009
|
2008
|
December 31, 2009 | ||||||||||
|
(Unaudited)
|
||||||||||||
|
REVENUES
|
$ | 136,641 | $ | 14,211 | $ | 192,685 | ||||||
|
COST
OF GOODS SOLD
|
63,812 | - | 63,812 | |||||||||
|
GROSS
PROFIT
|
72,829 | 14,211 | 128,873 | |||||||||
|
EXPENSES:
|
||||||||||||
|
General
and administrative
|
2,151,692 | 3,546,952 | 19,670,479 | |||||||||
|
Mine
exploration costs
|
665,453 | 3,127,266 | 13,874,166 | |||||||||
|
Amortization
and depreciation
|
1,163,653 | 1,221,491 | 4,069,329 | |||||||||
|
Write-off
on investment
|
40,882 | - | 176,605 | |||||||||
|
Gain
on sale of investment
|
- | - | (2,779,778 | ) | ||||||||
|
Loss/(Gain)
from investment in joint ventures
|
(50,000 | ) | 765,264 | (2,423,701 | ) | |||||||
|
Interest
expense
|
559,407 | 187,009 | 1,020,415 | |||||||||
|
Bad
debt expense
|
- | 151,250 | 151,250 | |||||||||
|
Loss
on foreign exchange
|
12,458 | - | 193,852 | |||||||||
|
Gain
on extinguishment of debt
|
(150,000 | ) | (29,343 | ) | (289,766 | ) | ||||||
|
Interest
income
|
(155 | ) | (2,564 | ) | (357,393 | ) | ||||||
|
TOTAL
EXPENSES
|
4,393,390 | 8,967,325 | 33,305,459 | |||||||||
|
Loss
from Continuing Operations
|
(4,320,561 | ) | (8,953,114 | ) | (33,176,586 | ) | ||||||
|
`
|
||||||||||||
|
Discontinued
Operations:
|
||||||||||||
|
Loss
from discontinued operations
|
- | - | 386,413 | |||||||||
|
Loss
on disposal of discontinued operations
|
- | - | 237,808 | |||||||||
|
Net
Loss Applicable to Common Shareholders
|
(4,320,561 | ) | (8,953,114 | ) | (33,800,807 | ) | ||||||
|
Foreign
currency translation adjustment
|
(499,107 | ) | 1,195,490 | 2,454,607 | ||||||||
|
Unrealized
gain on investments
|
- | - | 353,475 | |||||||||
|
Comprehensive
Net Loss
|
$ | (4,819,668 | ) | $ | (7,757,624 | ) | $ | (30,992,724 | ) | |||
|
NET
LOSS PER SHARE-BASIC
|
||||||||||||
|
AND
DILUTED
|
$ | (0.11 | ) | $ | (0.26 | ) | ||||||
|
WEIGHTED
AVERAGE SHARES
|
||||||||||||
|
OUTSTANDING
- BASIC AND DILUTED
|
40,029,438 | 34,251,122 | ||||||||||
The
accompanying notes are an integral part of these audited financial
statements
F-3
GLOBAL
GOLD CORPORATION AND SUBSIDIARIES
( An
Exploration Stage Enterprise )
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
| Deficit | ||||||||||||||||||||||||||||
|
Accumulated
|
Accumulated | |||||||||||||||||||||||||||
| Additional | Prior to and During |
Other
|
Total
|
|||||||||||||||||||||||||
|
Common
Stock
|
Paid-in
|
the
Development
|
Treasury
|
Comprehensive
|
Stockholders'
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Stock
|
Income
(Loss)
|
Equity
|
||||||||||||||||||||||
|
Balance
from February 21, 1980 to December 31, 1994
|
||||||||||||||||||||||||||||
|
(Note
1) (Unaudited)
|
898,074 | $ | 89,807 | $ | 3,147,693 | $ | (2,907,648 | ) | $ | - | $ | - | $ | 329,852 | ||||||||||||||
|
Adjustment
for the restatement of par value
|
- | (88,909 | ) | 88,909 | - | - | - | - | ||||||||||||||||||||
|
Issuance
of stock for acquisition of Eyre
|
||||||||||||||||||||||||||||
|
Recources,
N.L.
|
1,000,000 | 1,000 | 849,000 | - | - | - | 850,000 | |||||||||||||||||||||
|
Proceeds
received from private placement
|
200,000 | 200 | 421,373 | - | - | - | 421,573 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | (361,345 | ) | - | - | (361,345 | ) | |||||||||||||||||||
|
Balance
as December 31, 1995 (Unaudited)
|
2,098,074 | 2,098 | 4,506,975 | (3,268,993 | ) | - | - | 1,240,080 | ||||||||||||||||||||
|
Warrants
exercised
|
40 | - | 100 | - | - | - | 100 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | (668,577 | ) | - | - | (668,577 | ) | |||||||||||||||||||
|
Balance
as of December 31, 1996 (Unaudited)
|
2,098,114 | 2,098 | 4,507,075 | (3,937,570 | ) | - | - | 571,603 | ||||||||||||||||||||
|
Issuance
of common stock
|
2,250,000 | 2,250 | 222,750 | - | - | - | 225,000 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | (690,747 | ) | - | - | (690,747 | ) | |||||||||||||||||||
|
Balance
as of December 31, 1997 (Unaudited)
|
4,348,114 | 4,348 | 4,729,825 | (4,628,317 | ) | - | - | 105,856 | ||||||||||||||||||||
|
Net
income
|
- | - | - | 34,944 | - | - | 34,944 | |||||||||||||||||||||
|
Balance
as of December 31, 1998 (Unaudited)
|
4,348,114 | 4,348 | 4,729,825 | (4,593,373 | ) | - | - | 140,800 | ||||||||||||||||||||
|
Purchase
of treasury stock
|
- | - | - | - | (60,000 | ) | - | (60,000 | ) | |||||||||||||||||||
|
Unrealized
loss on investment
|
- | - | - | - | - | (16,000 | ) | (16,000 | ) | |||||||||||||||||||
|
Net
loss
|
- | - | - | (93,826 | ) | - | - | (93,826 | ) | |||||||||||||||||||
|
Balance
as of December 31, 1999 (Unaudited)
|
4,348,114 | 4,348 | 4,729,825 | (4,687,199 | ) | (60,000 | ) | (16,000 | ) | (29,026 | ) | |||||||||||||||||
|
Issuance
of common stock in connection
|
||||||||||||||||||||||||||||
|
with
settlement
|
20,000 | 20 | 1,980 | - | - | - | 2,000 | |||||||||||||||||||||
|
Cancellation
of treasury stock
|
(1,000,000 | ) | (1,000 | ) | (59,000 | ) | - | 60,000 | - | - | ||||||||||||||||||
|
Settlement
of accrued salary
|
1,000,000 | 1,000 | 161,500 | - | - | - | 162,500 | |||||||||||||||||||||
|
Sale
of warrants
|
- | - | 650 | - | - | - | 650 | |||||||||||||||||||||
|
Unrealized
loss on investment
|
- | - | - | - | - | (90,000 | ) | (90,000 | ) | |||||||||||||||||||
|
Net
loss
|
- | - | - | (33,341 | ) | - | - | (33,341 | ) | |||||||||||||||||||
|
Balance
as December 31, 2000 (Unaudited)
|
4,368,114 | 4,368 | 4,834,955 | (4,720,540 | ) | - | (106,000 | ) | 12,783 | |||||||||||||||||||
|
Net
loss
|
- | - | - | (26,832 | ) | - | - | (26,832 | ) | |||||||||||||||||||
|
Unrealized
loan on investment
|
- | - | - | - | - | (15,000 | ) | (15,000 | ) | |||||||||||||||||||
|
Balance
as of December 31, 2001 (Unaudited)
|
4,368,114 | 4,368 | 4,834,955 | (4,747,372 | ) | - | (121,000 | ) | (29,049 | ) | ||||||||||||||||||
|
Issuance
of common stock for compensation
|
200,000 | 200 | 9,800 | - | - | - | 10,000 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | (60,113 | ) | - | - | (60,113 | ) | |||||||||||||||||||
|
Unrealized
gain on investment
|
- | - | - | - | - | 247,406 | 247,406 | |||||||||||||||||||||
|
Balance
as of December 31, 2002 (Unaudited)
|
4,568,114 | 4,568 | 4,844,755 | (4,807,485 | ) | - | 126,406 | 168,244 | ||||||||||||||||||||
F-4
|
Issuance
of common stock for cash:
|
||||||||||||||||||||||||||||
|
at
$0.25 per share, January
|
350,000 | 350 | 87,150 | - | - | - | 87,500 | |||||||||||||||||||||
|
at
$0.25 per share, July
|
1,000,000 | 1,000 | 231,500 | - | - | - | 232,500 | |||||||||||||||||||||
|
at
$0.50 per share, October
|
100,000 | 100 | 46,400 | - | - | - | 46,500 | |||||||||||||||||||||
|
at
$0.50 per share, October
|
400,000 | 400 | 185,600 | - | - | - | 186,000 | |||||||||||||||||||||
|
Issuance
of common stock for compensation:
|
||||||||||||||||||||||||||||
|
at
$0.25 per share, February
|
1,800,000 | 1,800 | (1,800 | ) | - | - | - | - | ||||||||||||||||||||
|
at
$0.25 per share, June
|
900,000 | 900 | (900 | ) | - | - | - | - | ||||||||||||||||||||
|
at
$0.25 per share, December
|
90,000 | 90 | (90 | ) | - | - | - | - | ||||||||||||||||||||
|
Amortization
of deferred compensation
|
- | - | 165,802 | - | - | - | 165,802 | |||||||||||||||||||||
|
Issuance
of common stock for services:
|
||||||||||||||||||||||||||||
|
at
$0.25 per share, January
|
500,000 | 500 | 24,500 | - | - | - | 25,000 | |||||||||||||||||||||
|
at
$0.25 per share, April
|
250,000 | 250 | 62,250 | - | - | - | 62,500 | |||||||||||||||||||||
|
Shares
cancelled in September, which were
|
||||||||||||||||||||||||||||
|
issued
in January
|
(500,000 | ) | (500 | ) | (24,500 | ) | - | - | - | (25,000 | ) | |||||||||||||||||
|
Shares
issued at $0.25 per share for
|
||||||||||||||||||||||||||||
|
accounts
payable in April
|
100,000 | 100 | 24,900 | - | - | - | 25,000 | |||||||||||||||||||||
|
Fractional
share adjustment
|
20 | - | - | - | - | - | - | |||||||||||||||||||||
|
Unrealized
gain on investment
|
- | - | - | - | - | (95,278 | ) | (95,278 | ) | |||||||||||||||||||
|
Net
loss
|
- | - | - | (616,820 | ) | - | - | (616,820 | ) | |||||||||||||||||||
|
Balance
as of December 31, 2003 (Unaudited)
|
9,558,134 | 9,558 | 5,645,567 | (5,424,305 | ) | - | 31,128 | 261,948 | ||||||||||||||||||||
|
Issuance
of common stock for compensation
|
250,000 | 250 | (250 | ) | - | |||||||||||||||||||||||
|
Forfeiture
of common stock for compensation
|
(526,833 | ) | (527 | ) | 527 | - | ||||||||||||||||||||||
|
Sale
of common stock
|
3,000,000 | 3,000 | 1,482,000 | - | - | - | 1,485,000 | |||||||||||||||||||||
|
Issuance
of common stock for services
|
90,000 | 90 | (90 | ) | - | |||||||||||||||||||||||
|
Issuance
of common stock for payable
|
240,000 | 240 | 113,260 | 113,500 | ||||||||||||||||||||||||
|
Amortization
of unearned compensation
|
316,756 | 316,756 | ||||||||||||||||||||||||||
|
Net
loss
|
(688,039 | ) | - | (688,039 | ) | |||||||||||||||||||||||
|
Unrealized
gain on investment
|
- | - | - | - | - | (31,128 | ) | (31,128 | ) | |||||||||||||||||||
|
Balance
as of December 31, 2004 (Unaudited)
|
12,611,301 | 12,611 | 7,557,770 | (6,112,344 | ) | - | - | 1,458,037 | ||||||||||||||||||||
|
Issuance
of common stock for compensation:
|
||||||||||||||||||||||||||||
|
at
$0.50 per share, January
|
850,000 | 850 | (850 | ) | - | - | - | - | ||||||||||||||||||||
|
at
$1.00 per share, June
|
170,000 | 170 | (170 | ) | - | - | - | - | ||||||||||||||||||||
|
at
$1.50 per share, December
|
45,000 | 45 | (45 | ) | - | - | - | - | ||||||||||||||||||||
|
Sale
of common stock
|
4,000,000 | 4,000 | 2,996,000 | - | - | - | 3,000,000 | |||||||||||||||||||||
|
Less:
Selling expense for sale of common stock
|
- | (39,000 | ) | (39,000 | ) | |||||||||||||||||||||||
|
Exercise
of warrants
|
220,000 | 220 | 54,780 | 55,000 | ||||||||||||||||||||||||
|
Amortization
of unearned compensation
|
292,994 | 292,994 | ||||||||||||||||||||||||||
|
Net
loss
|
(2,309,187 | ) | (2,309,187 | ) | ||||||||||||||||||||||||
|
Foreign
currency translation adjustment
|
- | - | - | - | - | (38,511 | ) | (38,511 | ) | |||||||||||||||||||
|
Balance
as of December 31, 2005 (Unaudited)
|
17,896,301 | 17,896 | 10,861,479 | (8,421,531 | ) | - | (38,511 | ) | 2,419,333 | |||||||||||||||||||
|
Issuance
of common stock for compensation:
|
||||||||||||||||||||||||||||
|
at
$1.50 per share, February
|
274,000 | 274 | 35,726 | - | - | - | 36,000 | |||||||||||||||||||||
|
at
$1.70 per share, June
|
925,000 | 925 | (925 | ) | - | - | - | - | ||||||||||||||||||||
|
at
$1.25 per share, September
|
200,000 | 200 | (200 | ) | - | - | - | - | ||||||||||||||||||||
|
Forfeiture
of common stock for compensation
|
(40,000 | ) | (40 | ) | 40 | - | ||||||||||||||||||||||
|
Issuance
of common stock for payable:
|
||||||||||||||||||||||||||||
|
at
$1.15 per share, January
|
100,000 | 100 | 114,900 | 115,000 | ||||||||||||||||||||||||
|
Sale
of common stock
|
10,400,000 | 10,400 | 12,989,588 | - | - | - | 12,999,988 | |||||||||||||||||||||
|
Less:
Selling expense for sale of common stock
|
- | (764,957 | ) | (764,957 | ) | |||||||||||||||||||||||
|
Issuance
of options for compensation
|
225,894 | 225,894 | ||||||||||||||||||||||||||
|
Exercise
of warrants
|
3,000,000 | 3,000 | 2,247,000 | 2,250,000 | ||||||||||||||||||||||||
F-5
|
Accrual
of stock bonuses issued in 2007
|
(27,950 | ) | (27,950 | ) | ||||||||||||||||||||||||
|
Amortization
of unearned compensation
|
1,017,742 | 1,017,742 | ||||||||||||||||||||||||||
|
Net
loss
|
(5,296,370 | ) | (5,296,370 | ) | ||||||||||||||||||||||||
|
Other
comprehensive income
|
- | - | - | - | - | 842,731 | 842,731 | |||||||||||||||||||||
|
Balance
as of December 31, 2006
|
32,755,301 | 32,755 | 26,698,337 | (13,717,901 | ) | - | 804,220 | 13,817,411 | ||||||||||||||||||||
|
Issuance
of common stock for compensation:
|
||||||||||||||||||||||||||||
|
at
$0.88 per share, January 1
|
83,334 | 83 | (83 | ) | - | - | - | - | ||||||||||||||||||||
|
at
$0.86 per share, January 11
|
50,000 | 50 | (50 | ) | - | - | - | - | ||||||||||||||||||||
|
at
$0.83 per share, June
|
286,666 | 287 | (287 | ) | - | - | - | - | ||||||||||||||||||||
|
Forfeiture
of common stock for compensation
|
(172,500 | ) | (173 | ) | (3,786 | ) | (3,958 | ) | ||||||||||||||||||||
|
Issuance
of common stock for payable:
|
||||||||||||||||||||||||||||
|
at
$2.00 per share, September (2006)
|
500,000 | 500 | 999,500 | 1,000,000 | ||||||||||||||||||||||||
|
at
$0.86 per share, January
|
63,250 | 63 | 54,332 | 54,395 | ||||||||||||||||||||||||
|
at
$0.85 per share, April
|
150,000 | 150 | 127,350 | 127,500 | ||||||||||||||||||||||||
|
Issuance
of options for compensation
|
481,446 | 481,446 | ||||||||||||||||||||||||||
|
Exercise
of warrants
|
150,000 | 150 | 16,350 | 16,500 | ||||||||||||||||||||||||
|
Accrual
of stock bonuses issued in 2008
|
(14,850 | ) | (14,850 | ) | ||||||||||||||||||||||||
|
Accrual
of interest on note
|
(26,612 | ) | (26,612 | ) | ||||||||||||||||||||||||
|
Amortization
of unearned compensation
|
986,500 | 986,500 | ||||||||||||||||||||||||||
|
Net
loss
|
(9,716,880 | ) | (9,716,880 | ) | ||||||||||||||||||||||||
|
Other
comprehensive income
|
- | - | - | - | - | 1,307,480 | 1,307,480 | |||||||||||||||||||||
|
Balance
as of December 31, 2007
|
33,866,051 | 33,866 | 29,318,147 | (23,434,781 | ) | - | 2,111,700 | 8,028,932 | ||||||||||||||||||||
|
Issuance
of common stock for compensation:
|
||||||||||||||||||||||||||||
|
at
$0.17 per share, November 11
|
200,000 | 200 | 33,800 | - | - | - | 34,000 | |||||||||||||||||||||
|
at
$0.10 per share, December 10
|
20,000 | 20 | (20 | ) | - | - | - | - | ||||||||||||||||||||
|
Issuance
of common stock for payable:
|
||||||||||||||||||||||||||||
|
at
$0.55 per share, February 11
|
153,750 | 154 | 84,409 | 84,563 | ||||||||||||||||||||||||
|
at
$0.17 per share, November 11
|
100,000 | 100 | 16,900 | 17,000 | ||||||||||||||||||||||||
|
Issuance
of options for compensation
|
279,925 | 279,925 | ||||||||||||||||||||||||||
|
Conversion
of note receivable into shares
|
(152,778 | ) | (153 | ) | (48,750 | ) | (48,903 | ) | ||||||||||||||||||||
|
Issuance
of common stock for acquistion:
|
||||||||||||||||||||||||||||
|
at
$0.45 per share, April 8
|
250,000 | 250 | 112,250 | 112,500 | ||||||||||||||||||||||||
|
Accrual
of interest on note
|
(2,555 | ) | (2,555 | ) | ||||||||||||||||||||||||
|
Sale
of common stock
|
4,750,000 | 4,750 | 470,250 | - | - | - | 475,000 | |||||||||||||||||||||
|
Amortization
of unearned compensation
|
717,994 | 717,994 | ||||||||||||||||||||||||||
|
Net
loss
|
(8,953,113 | ) | (8,953,113 | ) | ||||||||||||||||||||||||
|
Other
comprehensive income
|
- | - | - | - | - | 1,195,490 | 1,195,490 | |||||||||||||||||||||
|
Balance
as of December 31, 2008
|
39,187,023 | 39,187 | 30,982,350 | (32,387,894 | ) | - | 3,307,190 | 1,940,833 | ||||||||||||||||||||
|
Issuance
of common stock for compensation:
|
||||||||||||||||||||||||||||
|
at
$0.20 per share, May 18
|
333,333 | 333 | (333 | ) | - | - | - | - | ||||||||||||||||||||
|
at
$0.10 per share, July 1
|
1,387,500 | 1,388 | (1,388 | ) | - | - | - | - | ||||||||||||||||||||
|
at
$0.14 per share, August 1
|
245,000 | 245 | (245 | ) | - | - | - | - | ||||||||||||||||||||
|
Issuance
of options for compensation
|
130,273 | 130,273 | ||||||||||||||||||||||||||
|
Amortization
of unearned compensation
|
288,919 | 288,919 | ||||||||||||||||||||||||||
|
Net
loss
|
(4,320,561 | ) | (4,320,561 | ) | ||||||||||||||||||||||||
|
Other
comprehensive income (loss)
|
- | - | - | - | - | (499,107 | ) | (499,107 | ) | |||||||||||||||||||
|
Balance
as of December 31, 2009
|
41,152,856 | $ | 41,153 | $ | 31,399,576 | $ | (36,708,455 | ) | $ | - | $ | 2,808,083 | $ | (2,459,643 | ) | |||||||||||||
The
accompanying notes are an integral part of these audited financial
statements
F-6
|
GLOBAL
GOLD CORPORATION AND SUBSIDIARIES
|
||||||||||||
|
(An
Exploration Stage Enterprise)
|
||||||||||||
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
Cumulative
amount
|
||||||||||||
|
from
|
||||||||||||
|
Year
Ended
|
January
1, 1995
|
|||||||||||
|
December
31,
|
through
|
|||||||||||
|
2009
|
2008
|
December
31, 2009
|
||||||||||
|
(Unaudited)
|
||||||||||||
|
OPERATING
ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (4,320,561 | ) | $ | (8,953,114 | ) | $ | (33,800,808 | ) | |||
|
Adjustments
to reconcile net loss
|
||||||||||||
|
to
net cash used in operating activities:
|
||||||||||||
|
Amortization
of unearned compensation
|
288,919 | 717,994 | 3,786,707 | |||||||||
|
Stock
option expense
|
130,273 | 279,925 | 1,117,538 | |||||||||
|
Amortization
expense
|
464,631 | 491,298 | 2,102,655 | |||||||||
|
Depreciation
expense
|
699,022 | 730,193 | 2,192,582 | |||||||||
|
Accrual
of stock bonuses
|
- | - | 56,613 | |||||||||
|
Write-off
of investment
|
40,882 | - | 176,605 | |||||||||
|
Loss
on disposal of discontinued operations
|
- | - | 237,808 | |||||||||
|
Loss/(Gain)
from investment in joint ventures
|
- | 765,264 | (2,373,701 | ) | ||||||||
|
Gain
on extinguishment of debt
|
(150,000 | ) | (29,343 | ) | (289,766 | ) | ||||||
|
Gain
on sale of investments
|
- | - | (2,779,778 | ) | ||||||||
|
Bad
debt expense
|
- | 151,250 | 151,250 | |||||||||
|
Other
non-cash expenses
|
- | (17,458 | ) | 155,567 | ||||||||
|
Changes
in assets and liabilities:
|
||||||||||||
|
Other
current and non current assets
|
207,100 | 166,946 | (1,807,187 | ) | ||||||||
|
Accounts payable and accrued expenses
|
362,781 | 302,178 | 2,592,790 | |||||||||
|
Accrued
interest
|
499,300 | 187,009 | 686,309 | |||||||||
|
Wages
payable
|
1,043,304 | 131,243 | 1,174,547 | |||||||||
|
NET
CASH FLOWS USED IN OPERATING ACTIVITIES
|
(734,349 | ) | (5,076,615 | ) | (26,620,269 | ) | ||||||
|
INVESTING
ACTIVITIES:
|
||||||||||||
|
Purchase
of property, plant and equipment
|
(115,349 | ) | (703,051 | ) | (4,135,919 | ) | ||||||
|
Proceeds
from sale of Armenia mining interest
|
- | - | 2,891,155 | |||||||||
|
Proceeds
from sale of Tamaya Common Stock
|
- | - | 4,957,737 | |||||||||
|
Proceeds
from sale of investment in common stock of Sterlite Gold
|
- | 246,767 | ||||||||||
|
Investment
in joint ventures
|
- | - | (260,000 | ) | ||||||||
|
Investment
in mining licenses
|
- | (9,000 | ) | (5,756,101 | ) | |||||||
|
NET
CASH USED IN INVESTING ACTIVITIES
|
(115,349 | ) | (712,051 | ) | (2,056,361 | ) | ||||||
|
FINANCING
ACTIVITIES:
|
||||||||||||
|
Net
proceeds from private placement offering
|
- | 475,000 | 18,155,104 | |||||||||
|
Repurchase
of common stock
|
- | - | (25,000 | ) | ||||||||
|
Secured
line of credit
|
(172,426 | ) | 655,291 | 482,865 | ||||||||
|
Note
payable to Directors
|
857,510 | 3,429,633 | 4,264,925 | |||||||||
|
Warrants
exercised
|
- | - | 2,322,250 | |||||||||
|
NET
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
|
685,084 | 4,559,924 | 25,200,144 | |||||||||
|
EFFECT
OF EXCHANGE RATE ON CASH
|
(34,206 | ) | 1,159,081 | 3,494,685 | ||||||||
|
NET
(DECREASE)INCREASE IN CASH
|
(198,820 | ) | (69,661 | ) | 18,199 | |||||||
|
CASH
AND CASH EQUIVALENTS - beginning of period
|
228,371 | 298,032 | 11,352 | |||||||||
|
CASH
AND CASH EQUIVALENTS - end of period
|
$ | 29,551 | $ | 228,371 | $ | 29,551 | ||||||
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||||||||||
|
Income
taxes paid
|
$ | - | $ | - | $ | 2,683 | ||||||
|
Interest
paid
|
$ | 60,107 | $ | - | $ | 75,529 | ||||||
|
Noncash
Transactions:
|
||||||||||||
|
Stock
issued for deferred compensation
|
$ | 239,717 | $ | 36,000 | $ | 3,869,217 | ||||||
|
Stock
forfeited for deferred compensation
|
$ | - | $ | - | $ | 742,500 | ||||||
|
Stock
issued for mine acquisition
|
$ | - | $ | 112,500 | $ | 1,227,500 | ||||||
|
Stock
issued for accounts payable
|
$ | - | $ | 17,000 | $ | 25,000 | ||||||
|
Shares
cancelled for receivable settlement
|
$ | - | $ | - | $ | 77,917 | ||||||
|
Mine
acquisition costs in accounts payables
|
$ | - | $ | - | $ | 50,697 | ||||||
|
The
accompanying notes are an integral part of these audited financial
statements
|
F-7
GLOBAL
GOLD CORPORATION AND SUBSIDIARIES
(An
Exploration Stage Company)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008
1.
ORGANIZATION AND BUSINESS
Global
Gold Corporation (the “Company” or “Global Gold”) is currently in the
exploration stage. It is engaged in exploration for, and development and mining
of, gold, uranium, and other minerals in Armenia, Canada and Chile. The
Company's headquarters are located in Greenwich, CT and its subsidiaries
maintain offices and staff in Yerevan, Armenia, Santiago, Chile and Toronto,
Canada. The Company was incorporated as Triad Energy Corporation in the State of
Delaware on February 21, 1980 and, as further described hereafter, conducted
other business prior to January 1, 1995. During 1995, the Company changed its
name from Triad Energy Corporation to Global Gold Corporation to pursue certain
gold and copper mining rights in the former Soviet Republics of Armenia and
Georgia. The Company has not established proven and probable reserves, in
accordance per SEC Industry Guide 7, at any of its properties. The
Company's stock is publicly traded. The Company employs approximately 100 people
globally on a year round basis and an additional 200 people on a seasonal
basis.
In
Armenia, the Company’s focus is primarily on the exploration, development and
production of gold at the Tukhmanuk property in the North Central Armenian
Belt. The Company is also focused on the exploration and development
of the Marjan and an expanded Marjan North property. In addition, the
Company is exploring and developing other sites in Armenia including the
Company’s Getik property. The Company also holds royalty and
participation rights in other locations in the country through affiliates and
subsidiaries.
In Chile,
the Company’s focus is primarily on the exploration, development and production
of gold at the Pureo property in south central Chile, near
Valdivia. The Company is also engaged in identifying exploration and
production opportunities at other locations in Chile.
In
Canada, the Company has engaged in uranium exploration activities in the
provinces of Newfoundland and Labrador, but has phased out this activity,
retaining a royalty interest in the Cochrane Pond property in
Newfoundland.
The
Company also assesses exploration and production opportunities in other
countries.
The
subsidiaries of which the Company operates are as follows:
On
January 24, 2003, the Company formed Global Oro LLC and Global Plata LLC, as
wholly owned subsidiaries, in the State of Delaware. These companies were formed
to be equal joint owners of a Chilean limited liability company, Minera Global
Chile Limitada ("Minera Global"), formed as of May 6, 2003, for the purpose of
conducting operations in Chile.
On August
18, 2003, the Company formed Global Gold Armenia LLC ("GGA"), as a wholly owned
subsidiary, which in turn formed Global Gold Mining LLC ("Global Gold Mining"),
as a wholly owned subsidiary, both in the State of Delaware. Global Gold Mining
was qualified to do business as a branch operation in Armenia and owns assets,
royalty and participation interests, as well as shares of operating companies in
Armenia.
On
December 21, 2003, Global Gold Mining acquired 100% of the Armenian limited
liability company SHA, LLC (renamed Global Gold Hankavan, LLC ("GGH") as of July
21, 2006), which held the license to the Hankavan and Marjan properties in
Armenia. On December 18, 2009, the Company entered into an agreement
with Caldera outlining the terms of a joint venture on the Company’s Marjan
property in Armenia (“Marjan JV”). See Subsequent Events for an
update on the Marjan JV and Marjan license.
On August
1, 2005, Global Gold Mining acquired 51% of the Armenian limited liability
company Mego-Gold, LLC, which is the licensee for the Tukhmanuk mining property
and seven surrounding exploration sites. On August 2, 2006, Global
Gold Mining acquired the remaining 49% interest of Mego-Gold, LLC, leaving
Global Gold Mining as the owner of 100% of Mego-Gold, LLC.
On
January 31, 2006, Global Gold Mining closed a transaction to acquire 80% of the
Armenian company, Athelea Investments, CJSC (renamed "Getik Mining Company,
LLC") and its approximately 27 square kilometer Getik gold/uranium exploration
license area in the northeast Geghargunik province of Armenia. As of
May 30, 2007, Global Gold Mining acquired the remaining 20% interest in Getik
Mining Company, LLC, leaving Global Gold Mining as the owner of 100% of Getik
Mining Company, LLC.
F-8
On
January 5, 2007, the Company formed Global Gold Uranium, LLC ("Global Gold
Uranium"), as a wholly owned subsidiary, in the State of Delaware, to operate
the Company's uranium exploration activities in Canada. Global Gold Uranium was
qualified to do business in the Canadian Province of Newfoundland and
Labrador.
On August
9, 2007 and August 19, 2007, the Company, through Minera Global, entered
agreements to form a joint venture and on October 29, 2007, the Company closed
its joint venture agreement with members of the Quijano family by which Minera
Global assumes a 51% interest in the placer and hard rock gold Madre de Dios and
Pureo properties in south central Chile, near Valdivia. The name of the joint
venture company is Compania Minera Global Gold Valdivia S.C.M. (“Global Gold
Valdivia”).
The
accompanying consolidated financial statements present the available development
stage activities information of the Company from January 1, 1995, the period
commencing the Company's operations as Global Gold Corporation and Subsidiaries,
through December 31, 2009.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis
for Presentation - The consolidated financial statements at December 31, 2009
and 2008, and for the years then ended were prepared assuming that the Company
would continue as a going concern. Since its inception, the Company, an
exploration stage enterprise, has generated revenues of $192,685 (other than
interest income, the proceeds from the sale of an interest in an Armenian mining
venture with Iberian Resources Ltd., and the sale of common stock of marketable
securities received as consideration, therewith) while incurring losses in
excess of $33,800,000. Management pursued additional investors and lending
institutions interested in financing the Company's projects. However, there is
no assurance that the Company will obtain the financing that it requires or will
achieve profitable operations. The Company expected to incur additional losses
for the near term until such time as it would derive substantial revenues from
the Armenian mining interests acquired by it or other future projects. These
matters raised substantial doubt about the Company's ability to continue as a
going concern. The accompanying consolidated financial statements were prepared
on a going concern basis, which contemplated the realization of assets and
satisfaction of liabilities in the normal course of business. The accompanying
consolidated financial statements at December 31, 2009 and 2008 and for the
years then ended did not include any adjustments that might be necessary should
the Company be unable to continue as a going concern.
Certain
reclassifications have been made to prior year amounts to conform to the current
year presentation.
b. Use of
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
c. Cash
and Cash Equivalents - Cash and cash equivalents consist of all cash balances
and highly liquid investments with a remaining maturity of three months or less
when purchased and are carried at fair value.
d. Fair
Value of Financial Instruments - The Company's financial instruments includes
cash, receivables, and accounts payable and accrued expenses. The Company
believes that the carrying amounts of these instruments are reasonable estimates
of their fair value because of the short-term nature of such
instruments.
e.
Inventory - Inventory consists of the following at December 31, 2009 and
2008:
|
2009
|
2008
|
|||||||
|
Ore
|
$ | 772,298 | $ | 796,235 | ||||
|
Concentrate
|
32,855 | 98,311 | ||||||
|
Materials,
supplies and other
|
141,216 | 163,287 | ||||||
|
Total
Inventory
|
$ | 946,369 | $ | 1,057,833 | ||||
Ore
inventory consists of unprocessed ore at the Tukhmanuk mining site in Armenia.
The concentrate and unprocessed ore are stated at the lower of cost or
market.
F-9
f.
Deposits on Contracts and Equipment - The Company has made several deposits for
purchases, the majority of which is for the potential acquisition of new
properties, and the remainder for the purchase of mining equipment.
g. Tax
Refunds Receivable - The Company is subject to Value Added Tax ("VAT tax") on
all expenditures in Armenia at the rate of 20%. The Company is entitled to a
credit against this tax towards any sales on which it collects VAT tax. The
Company is carrying a tax refund receivable based on the value of its in-process
inventory which it intends on selling in the next twelve months, at which time
they will collect 20% VAT tax from the purchaser which the Company will be
entitled to keep and apply against its credit.
h. Net
Loss Per Share - Basic net loss per share is based on the weighted average
number of common and common equivalent shares outstanding. Potential common
shares includable in the computation of fully diluted per share results are not
presented in the consolidated financial statements as their effect would be
anti-dilutive. The total number of warrants plus options that are
exercisable at December 31, 2009 and 2008 was 6,997,917 and 6,352,500,
respectively.
i. Stock
Based Compensation - The Company periodically issues shares of common stock for
services rendered or for financing costs. Such shares are valued based on the
market price on the transaction date. The Company periodically issues
stock options and warrants to employees and non-employees in non-capital raising
transactions for services and for financing costs.
The
Company accounts for the grant of stock and warrants awards in accordance with
ASC Topic 718, Compensation – Stock Compensation (ASC 718). ASC 718
requires companies to recognize in the statement of operations the grant-date
fair value of warrants and stock options and other equity based
compensation.
The
Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price
volatility.
For the
years ended December 31, 2009 and 2008, net loss and loss per share include the
actual deduction for stock-based compensation expense. The total stock-based
compensation expense for the year ended December 31, 2009 and 2008 was $419,192
and $1,031,919, respectively. The expense for stock-based compensation is a
non-cash expense item.
j.
Comprehensive Income - The Company has adopted ASC Topic 220, “Comprehensive
Income.” Comprehensive income is comprised of net income (loss) and
all changes to stockholders' equity (deficit), except those related to
investments by stockholders, changes in paid-in capital and distribution to
owners.
The
following table summarizes the computations reconciling net loss to
comprehensive loss for the years ended December 31, 2009 and 2008.
| Year Ending December 31, | ||||||||
|
2009
|
2008
|
|||||||
|
Net
loss
|
$ | (4,320,561 | ) | $ | (8,953,114 | ) | ||
|
Unrealized
gain (loss) arising
|
||||||||
|
during
year
|
$ | (499,107 | ) | $ | 1,195,490 | |||
|
Comprehensive
loss
|
$ | (4,819,668 | ) | $ | (7,757,624 | ) | ||
k. Income
Taxes - Income
taxes are accounted for in accordance with the provisions of FASB ASC 740,
Accounting for Income Taxes. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the
amounts expected to be realized.
F-10
l.
Acquisition, Exploration and Development Costs - Mineral property acquisition
costs are capitalized. Additionally, mine development costs incurred either to
develop new ore deposits and constructing new facilities are capitalized until
operations commence. All such capitalized costs are amortized using a
straight-line basis on a range from 1-10 years, based on the minimum original
license term at acquisition, but do not exceed the useful life of the
capitalized costs. Upon commercial development of an ore body, the
applicable capitalized costs would then be amortized using the
units-of-production method. Exploration costs, costs incurred to
maintain current production or to maintain assets on a standby basis are charged
to operations. Costs of abandoned projects are charged to operations
upon abandonment. The Company evaluates, at least quarterly, the
carrying value of capitalized mining costs and related property, plant and
equipment costs, if any, to determine if these costs are in excess of their net
realizable value and if a permanent impairment needs to be
recorded. The periodic evaluation of carrying value of capitalized
costs and any related property, plant and equipment costs are based upon
expected cash flows and/or estimated salvage value in accordance with ASC Topic
360, "Accounting for the Impairment or Disposal of Long-Lived
Assets."
m.
Foreign Currency Translation - The assets and liabilities of non-U.S.
subsidiaries are translated into U.S. Dollars at year-end exchange rates. Income
and expense items are translated at average exchange rates during the year.
Cumulative translation adjustments are shown as a separate component of
stockholders' equity.
n.
Principles of Consolidation - Our consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America, and include the accounts of the Company and
more-than-50%-owned subsidiaries that it
controls. Inter-company balances and transactions have been
eliminated in consolidation.
o.
Depreciation, Depletion and Amortization - Capitalized costs are depreciated or
depleted using the straight-line method over the shorter of estimated productive
lives of such facilities or the useful life of the individual assets. Productive
lives range from 1 to 20 years, but do not exceed the useful life of the
individual asset. Determination of expected useful lives for amortization
calculations are made on a property-by-property or asset-by-asset basis at least
annually.
p.
Impairment of Long-Lived Assets - Management reviews and evaluates the net
carrying value of all facilities, including idle facilities, for impairment at
least annually, or upon the occurrence of other events or changes in
circumstances that indicate that the related carrying amounts may not be
recoverable. We estimate the net realizable value of each property based on the
estimated undiscounted future cash flows that will be generated from operations
at each property, the estimated salvage value of the surface plant and equipment
and the value associated with property interests. All assets at an operating
segment are evaluated together for purposes of estimating future cash
flows.
q.
Licenses - Licenses are capitalized at cost and are amortized on a straight-line
basis on a range from 1 to 10 years, but do not exceed the useful life of the
individual license. At December 31, 2009 and 2008, amortization expense
totaled $464,631 and $491,298, respectively. Amortization expense over the
next five years will be:
|
Year
|
Amount
|
|||
|
2010
|
$ | 464,632 | ||
|
2011
|
$ | 464,632 | ||
|
2012
|
$ | 464,632 | ||
|
2013
|
$ | 464,632 | ||
|
2014
|
$ | 464,632 | ||
|
thereafter
|
$ | 672,970 | ||
r.
Reclamation and Remediation Costs (Asset Retirement Obligations) - Costs of
future expenditures for environmental remediation are not discounted to their
present value unless subject to a contractually obligated fixed payment
schedule. Such costs are based on management's current estimate of amounts to be
incurred when the remediation work is performed, within current laws and
regulations. The Company has accrued approximately $60,000 as December 31, 2008
which it needs to pay towards it environmental costs which remain unpaid as of
the date of this filing. The Company did not mine ore in 2009 so it did
not have any additional environmental dues for 2009.
It is
possible that, due to uncertainties associated with defining the nature and
extent of environmental contamination and the application of laws and
regulations by regulatory authorities and changes in reclamation or remediation
technology, the ultimate cost of reclamation and remediation could change in the
future.
F-11
s.
Revenue Recognition - Sales are recognized and revenues are recorded when title
transfers and the rights and obligations of ownership pass to the customer. The
majority of the company's metal concentrates are sold under pricing arrangements
where final prices are determined by quoted market prices in a period subsequent
to the date of sale. In these circumstances, revenues are recorded at the times
of sale based on forward prices for the expected date of the final
settlement. In 2009 and 2008, the Company recognized $136,641 and $0,
respectively, of sales from its Tukhmanuk property in Armenia. The
Company also possesses Net Smelter Return (“NSR”) royalty from non-affiliated
companies. As the non-affiliated companies recognize revenue, as per
above, the Company is entitled to its NSR royalty percentage and royalty income
is recognized and recorded. In 2009 and 2008, the Company recognized
$0 and $14,211, respectively, of royalty income from a 2.5% NSR royalty from
Tamaya Resources Limited’s Lichkvadz-Tei and Terterasar properties in
Armenia.
In June
2009, the FASB issued authoritative guidance which eliminates the exemption for
qualifying special-purpose entities from consolidation requirements, contains
new criteria for determining the primary beneficiary of a variable interest
entity, and increases the frequency of required reassessments to determine
whether a company is the primary beneficiary of a variable interest entity. The
guidance is applicable for annual periods beginning after November 15, 2009 and
interim periods therein and thereafter. The Company does not expect the adoption
of this standard to have a material effect on its financial position or results
of operations.
EITF
Issue No. 07-5 (ASC 815), “Determining Whether an Instrument (or embedded
Feature) is Indexed to an Entity’s Own Stock” (EITF 07-5) was issued in June
2008 to clarify how to determine whether certain instruments or features were
indexed to an entity’s own stock under EITF Issue No. 01-6 (ASC 815), “The
Meaning of “Indexed to a Company’s Own Stock” (EITF 01-6) (ASC 815),. EITF
07-5(ASC 815), applies to any freestanding financial instrument (or embedded
feature) that has all of the characteristics of a derivative as defined in FAS
133, for purposes of determining whether that instrument (or embedded feature)
qualifies for the first part of the paragraph 11(a) scope exception. It is also
applicable to any freestanding financial instrument (e.g., gross physically
settled warrants) that is potentially settled in an entity’s own stock,
regardless of whether it has all of the characteristics of a derivative as
defined in FAS 133 (ASC 815), for purposes of determining whether to apply EITF
00-19 (ASC 815). EITF 07-5(ASC 815) does not apply to share-based payment awards
within the scope of FAS 123(R), Share-Based Payment (FAS 123(R) (ASC 718)).
However, an equity-linked financial instrument issued to investors to establish
a market-based measure of the fair value of employee stock options is not within
the scope of FAS 123(R) and therefore is subject to EITF 07-5(ASC
815).
In
January 2009, the FASB issued FSP EITF 99-20-1 (ASC 325), to amend the
impairment guidance in EITF Issue No. 99-20 (ASC 325) in order to achieve
more consistent determination of whether an other-than-temporary impairment
(“OTTI”) has occurred. This FSP amended EITF 99-20 (ASC 325) to more
closely align the OTTI guidance therein to the guidance in Statement
No. 115 (ASC 320, 10-35-31). Retrospective application to a prior interim
or annual period is prohibited. The guidance in this FSP was considered in the
assessment of OTTI for various securities at December 31,
2008.
On June
5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted
final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”),
as amended by SEC Release No. 33-9072 on October 13, 2009. Commencing with its
annual report for the year ending December 31, 2010, the Company will be
required to include a report of management on its internal control over
financial reporting. The internal control report must include a statement
of:
|
|
·
|
Management’s
responsibility for establishing and maintaining adequate internal control
over its financial reporting;
|
|
|
·
|
Management’s
assessment of the effectiveness of its internal control over financial
reporting as of year- end; and
|
|
|
·
|
The
framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
|
Furthermore,
it is required to file the auditor’s attestation report separately on the
Company’s internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.
F-12
In August
2009, the FASB issued the FASB Accounting Standards Update No. 2009-04
“Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99”
which represents an update to section 480-10-S99, distinguishing liabilities
from equity, per EITF Topic D-98, Classification and Measurement of Redeemable
Securities. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows. In August 2009, the FASB issued the FASB Accounting Standards Update
No. 2009-05 “Fair Value Measurement and Disclosures Topic 820 – Measuring
Liabilities at Fair Value”, which provides amendments to subtopic 820-10, Fair
Value Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. This update provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using one or more of the
following techniques: 1. A valuation technique that uses: a. The quoted price of
the identical liability when traded as an asset b. Quoted prices for similar
liabilities or similar liabilities when traded as assets. 2. Another valuation
technique that is consistent with the principles of topic 820; two examples
would be an income approach, such as a present value technique, or a market
approach, such as a technique that is based on the amount at the measurement
date that the reporting entity would pay to transfer the identical liability or
would receive to enter into the identical liability. The amendments in this
update also clarify that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements. The Company does not expect
the adoption of this update to have a material impact on its consolidated
financial position, results of operations or cash flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08
“Earnings Per Share – Amendments to Section 260-10-S99”,which represents
technical corrections to topic 260-10-S99, Earnings per share, based on EITF
Topic D-53, Computation of Earnings Per Share for a Period that includes a
Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock
and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock. The Company does not expect
the adoption of this update to have a material impact on its consolidated
financial position, results of operations or cash flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09
“Accounting for Investments-Equity Method and Joint Ventures and Accounting for
Equity-Based Payments to Non-Employees”. This update represents a correction to
Section 323-10-S99-4, Accounting by an Investor for Stock-Based Compensation
Granted to Employees of an Equity Method Investee. Additionally, it adds
observer comment Accounting Recognition for Certain Transactions Involving
Equity Instruments Granted to Other Than Employees to the Codification. The
Company does not expect the adoption to have a material impact on its
consolidated financial position, results of operations or cash
flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12
“Fair Value Measurements and Disclosures Topic 820 – Investment in Certain
Entities That Calculate Net Assets Value Per Share (or Its Equivalent)”, which
provides amendments to Subtopic 820-10, Fair Value Measurements and
Disclosures-Overall, for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). The
amendments in this update permit, as a practical expedient, a reporting entity
to measure the fair value of an investment that is within the scope of the
amendments in this update on the basis of the net asset value per share of the
investment (or its equivalent) if the net asset value of the investment (or its
equivalent) is calculated in a manner consistent with the measurement principles
of Topic 946 as of the reporting entity’s measurement date, including
measurement of all or substantially all of the underlying investments of the
investee in accordance with Topic 820. The amendments in this update also
require disclosures by major category of investment about the attributes of
investments within the scope of the amendments in this update, such as the
nature of any restrictions on the investor’s ability to redeem its investments
at the measurement date, any unfunded commitments (for example, a contractual
commitment by the investor to invest a specified amount of additional capital at
a future date to fund investments that will be made by the investee), and the
investment strategies of the investees. The major category of investment is
required to be determined on the basis of the nature and risks of the investment
in a manner consistent with the guidance for major security types in U.S. GAAP
on investments in debt and equity securities in paragraph 320-10-50-1B. The
disclosures are required for all investments within the scope of the amendments
in this update regardless of whether the fair value of the investment is
measured using the practical expedient. The Company does not expect the adoption
to have a material impact on its consolidated financial position, results of
operations or cash flows.
F-13
In
October 2009, the FASB issued guidance for amendments to FASB Emerging Issues
Task Force on EITF Issue No. 09-1 “Accounting for Own-Share Lending Arrangements
in Contemplation of a Convertible Debt Issuance or Other Financing” (Subtopic
470-20) “Subtopic”. This accounting standards update establishes the accounting
and reporting guidance for arrangements under which own-share lending
arrangements issued in contemplation of convertible debt issuance. This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2009. Earlier adoption is not
permitted. The Company does not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.
A variety
of proposed or otherwise potential accounting standards are currently under
study by standard setting organizations and various regulatory agencies. Due to
the tentative and preliminary nature of those proposed standards, management has
not determined whether implementation of such proposed standards would be
material to our consolidated financial statements.
3.
PROPERTY, PLANT AND EQUIPMENT
The
following table illustrates the capitalized cost less accumulated depreciation
arriving at the net carrying value on our books at December 31, 2009 and
2008.
|
2009
|
2008
|
|||||||
|
Property,
plant and equipment
|
$ | 3,736,601 | $ | 4,393,622 | ||||
|
Less
accumulated depreciation
|
(1,982,761 | ) | (1,591,207 | ) | ||||
| $ | 1,753,840 | $ | 2,802,415 | |||||
The
Company had depreciation expense for the year ended December 31, 2009 and 2008
of $699,022 and $730,193, respectively.
4.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As of
December 31, 2009 and 2008, the accounts payable and accrued expenses consisted
of the following:
|
2009
|
2008
|
|||||||
|
Drilling
work payable
|
$ | 317,547 | $ | 292,417 | ||||
|
Accounts
payable
|
1,713,459 | 1,369,935 | ||||||
|
Accrued
expenses
|
54,166 | 60,039 | ||||||
| $ | 2,085,172 | $ | 1,722,391 | |||||
5.
DEPOSIT PAYABLE
On August
28, 2008, the Company received an advance of $150,000 from one of the Madre
Gold, LLC members on the anticipated signing of the July 31, 2008 Agreement, as
further described in the Agreements section below. As of
September 16, 2008, the agreement was terminated due to non performance of one
of the closing obligations by one of the parties. As partial
compensation for the non-performing party’s breach of contract, the Company has
retained this deposit as of the date of this filing. The Company has
written off the deposit to gain on extinguishment of debt as of December 31,
2009.
6. SECURED
LINE OF CREDIT
The
Company has secured a secured line of credit from Arexim bank in
Armenia. The Company pledged certain mining equipment with an
approximate value of $817,550 at its Tukhmanuk property against the line of
credit. The maximum credit was for $656,631. As of
December 31, 2009, the Company had borrowings outstanding of $482,865 of which
$479,294 is payable in 2010 and $3,571 is payable in 2011. The credit
accrues interest at approximately 15% per year. The balance owed at
December 31, 2009 was $543,911 which includes accrued interest of
$61,046.
F-14
7.
SEGMENT REPORTING BY GEOGRAPHIC AREA
The
Company has sold its products to various customers primarily in former Soviet
Union, but as of March 24, 2009 the Company entered into an agreement to sell
the output of gold and silver concentrates from the Tukhmanuk mine to a Swiss
based company. The Company performs ongoing credit evaluations on its
customers and generally does not require collateral. The Company
operates in a single industry segment, production of gold and other precious
metals including royalties from other non-affiliated companies production of
gold and other precious metals.
For the
fiscal years end December 31, 2009 and 2008, all of the Company’s revenue was
$136,641 and $14,211, respectively, which was all derived from
Armenia.
The
following summarizes identifiable assets by geographic area:
|
Assets
table:
|
||||||||
|
Year
Ending December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Armenia
|
$ | 4,873,893 | $ | 5,896,980 | ||||
|
Chile
|
1,351,831 | 1,991,088 | ||||||
|
Canada
|
- | 40,882 | ||||||
|
United
States
|
30,669 | 287,449 | ||||||
| $ | 6,256,393 | $ | 8,216,399 | |||||
The following summarizes operating losses before
provision for income tax:
|
Net
Loss table:
|
||||||||
|
Year
Ending December 31,
|
||||||||
| 2009 | 2008 | |||||||
|
Armenia
|
$ | 2,299,787 | $ | 5,118,743 | ||||
|
Chile
|
291,072 | 865,482 | ||||||
|
Canada
|
40,882 | 405,085 | ||||||
|
United
States
|
1,688,820 | 2,563,804 | ||||||
| $ | 4,320,561 | $ | 8,953,114 | |||||
8.
CONCENTRATION RISK
Financial
instruments which potentially subject the Company to concentrations of credit
risk consist principally of cash. The Company places its cash with high credit
quality financial institutions in the United States and Armenia. Bank
deposits in the United States did not exceed federally insured limits as of
December 31, 2009 and December 31, 2008. As of December 31, 2009 and
December 31, 2008, the Company had approximately $250 and $10,000, respectively,
in Armenian bank deposits and $21,000 and $27,000, respectively, in Chilean bank
deposits, which may not be insured. The Company has not experienced any losses
in such accounts through December 31, 2009 and as of the date of this
filing.
The
majority of the Company's present activities are in Armenia and Chile. As with
all types of international business operations, currency fluctuations, exchange
controls, restrictions on foreign investment, changes to tax regimes, political
action and political instability could impair the value of the Company's
investments.
F-15
9.
OFFICERS' COMPENSATION AND RELATED TRANSACTIONS
The
Company values shares issued to officers using the fair value of common shares
on grant date.
On
January 1, 2007, the Company entered into an employment agreement with Hrayr
Agnerian, designating him as the Company's Senior Vice President for Exploration
and Development. The employment agreement provides that Mr. Agnerian
will receive an annual base salary of $62,500, and is entitled to receive any
bonus as determined in accordance with any plan approved by the Board of
Directors. Mr. Agnerian resigned from the Board of Directors effective December
31, 2006. The employment agreement is for an initial term of two years,
terminating on December 31, 2008. Pursuant to employment agreement, Mr. Agnerian
was also granted (i) Eighty Three Thousand Three Hundred Thirty Four (83,334)
shares of the common stock of Global Gold Corporation pursuant to the terms of
the Restricted Stock Award to vest in four equal installments of 20,834 shares
every six months, commencing on June 1, 2007 and (ii) options to acquire Eighty
Three Thousand Three Hundred Thirty Four (83,334) shares of common stock of
Company at the rate of 41,667 per year from January 1, 2007 through January 1,
2008 (totaling 83,334) at $0.88 per share (the arithmetic mean of the high and
low prices of the Company's stock on December 29, 2006), to vest in two equal
installments of 41,667 shares each on January 1, 2007 and January 1, 2008. On
June 15, 2007, the Company entered into an
representing
a 140% increase over his previous salary effective June 1, 2007 and is entitled
to receive any bonus as determined in accordance with any plan approved by the
Board of Directors. The amended Employment Agreement terminates on December 31,
2008. Pursuant to the revised agreement, Mr. Agnerian was also granted an
additional (i) 116,666 shares of restricted stock to vest in three equal
installments of 38,889 shares each on December 31, 2007, June 30, 2008 and
December 31, 2008 and (ii) 116,666 stock options to purchase Common Stock at
$0.83 per share (the arithmetic mean of the high and low prices of the Company's
stock on June 15, 2007), to vest in equal installments of 58,333 shares each on
December 31, 2007, and December 31, 2008. The restricted stock and options
previously awarded to Mr. Agnerian will continue to vest pursuant to his
original Employment Agreement. The restricted stock and options are subject to a
substantial risk of forfeiture upon termination of his employment with the
Company during the term of the Agreement and the option grant was made pursuant
to the Global Gold Corporation 2006 Stock Incentive Plan. On December
31, 2008, Mr. Agnerian’s contract was terminated.
On
January 11, 2007, the Company declared a stock bonus to Dr. Urquhart of 10,000
shares of common stock at $0.86 per share for a total value of $8,600. The
Company also declared stock bonuses to 64 employees in Armenia for a total of
20,750 shares of common stock at $0.86 per share for a total value of
$17,845. The $26,445 was included in officers' compensation and in
accounts payable and accrued expenses as of December 31, 2006.
On
January 11, 2007, the Company also declared stock bonuses to 8 key employees in
Armenia for a total of 32,500 shares of common stock at $0.86 per share for a
total value of $27,950 which vest over 2 years. The $27,950 was
included in unearned compensation and in accounts payable and accrued expenses
as of December 31, 2006.
On
January 11, 2007, the Company issued as directors fees to each of the five
directors (Nicholas J. Aynilian, Drury J. Gallagher, Harry Gilmore, Ian Hague,
and Van Z. Krikorian) stock options to purchase 100,000 shares of Common Stock
of the Company each at $.86 per share. The option grants were made pursuant to
the Global Gold Corporation 2006 Stock Incentive Plan. In addition, the Company
granted 50,000 shares of restricted Common Stock to Harry Gilmore as an initial
director's fee at the fair market value of $.86 per share.
On June
15, 2007, the Company approved a new employment agreement for Jan Dulman with
respect to his employment as the Controller of the Company. The Board of
Directors unanimously elected Mr. Dulman as the Chief Financial Officer. The
revised new agreement provides that Mr. Dulman will resign as Controller and
assume the title of Chief Financial Officer effective June 1, 2007 and will
receive an annual base salary of $125,000, representing a 108% increase over his
previous salary and is entitled to receive any bonus as determined in accordance
with any plan approved by the Board of Directors. The new agreement is for two
years and two months terminating on July 31, 2009. Pursuant to the new
agreement, Mr. Dulman was also granted (i) 150,000 shares of restricted stock to
vest in four equal installments of 37,500 shares each on January 31, 2008, July
31, 2008, January 31, 2009 and July 31, 2009 and (ii) 150,000 stock options to
purchase Common Stock at $0.83 per share (the arithmetic mean of the high and
low prices of the Company's stock on June 15, 2007), to vest in equal
installments of 75,000 shares each on August 1, 2007, and August 1,
2008.
The
restricted stock and options previously awarded to Mr. Dulman will continue to
vest pursuant to his original Employment Agreement. The restricted stock and
options are subject to a substantial risk of forfeiture upon termination of his
employment with the Company during the term of the Agreement and the option
grant was made pursuant to the Global Gold Corporation 2006 Stock Incentive
Plan.
F-16
On June
15, 2007, the Company approved the employment agreement of Lester Caesar with
respect to his employment as the Controller effective June 1, 2007. Effective
August 1, 2007, Mr. Caesar will receive an annual base salary of $30,000,
representing a 29% decrease over his previous salary and is entitled to receive
any bonus as determined in accordance with any plan approved by the Board of
Directors. The new agreement is for one year commencing on August 1, 2007 and
terminating on July 31, 2008. Pursuant to the new agreement, Mr. Caesar was also
granted 20,000 shares of restricted stock to vest in equal installments of
10,000 shares each on January 31, 2007, and July 31, 2008. The restricted stock
previously awarded to Mr. Caesar will continue to vest pursuant to his original
employment agreement. The restricted stock is subject to a substantial risk of
forfeiture upon termination of his employment with the Company during the term
of the Employment Agreement.
On
December 14, 2007, the Company authorized a stock bonus to Dr. Urquhart of
100,000 shares of common stock at $0.55 per share for a total value of $55,000
based on the market share price. The shares were issued for services
rendered in 2007 and immediately vested. The shares were issued
on February 11, 2008. The Company also declared stock bonuses to 82
employees in Armenia for a total of 26,750 shares of common stock at $0.55 per
share for a total value of $14,713 based on the market share price. The $69,713
was included in officers' compensation and in accounts payable and accrued
expenses as of December 31, 2007.
On
December 14, 2007, the Company also declared stock bonuses to 8 key employees in
Armenia for a total of 27,000 shares of common stock at $0.55 per share for a
total value of $14,850 which vest over 2 years. The shares were issued on
February 11, 2008. As of December 31, 2007, the $14,850 was included
in unearned compensation and in accounts payable and accrued
expenses.
On April
8, 2008, the Company issued as directors fees to each of the five directors
(Nicholas Aynilian, Drury J. Gallagher, Harry Gilmore, Ian Hague, and Van Z.
Krikorian) stock options to purchase 100,000 Common Stock of the Company each at
$0.45 per share, vesting on October 8, 2008. The option grants were made
pursuant to the Global Gold Corporation 2006 Stock Incentive Plan.
On August
1, 2008, pursuant to his employment agreement, Mr. Caesar’s agreement was
automatically extended for an additional year though July 31,
2009. On December 10, 2008, Mr. Caesar was granted 20,000 shares of
restricted stock to vest in equal installments of 10,000 shares each on January
31, 2009, and July 31, 2009. The restricted stock is subject to a substantial
risk of forfeiture upon termination of his employment with the Company during
the term of the Employment Agreement.
Between
September 3, 2008, and September 9, 2008, Nicholas Aynilian, one of the
Company’s independent directors, purchased a total of 192,002 shares on the open
market at $0.10 per share. The purchase was made in accordance with
the Company’s insider trading policies.
On
October 3, 2008, the Company authorized the issuance of 300,000 shares of
restricted common stock to Dr. Urquhart at $0.17 per share for a total value of
$51,000 based on the market share price. The shares were issued both
as a bonus for services rendered in 2008 (200,000 shares) and in exchange for
cancellation of $46,343 of debt (100,000 shares). The shares vested
immediately.
On
October 8, 2008, Nicholas Aynilian, an independent Director of the Company, had
an open order to purchase 250,000 shares of the Company’s common stock
inadvertently executed and filled. Upon becoming aware of this
transaction and to avoid any appearance of a conflict, per our inside trading
policies, Mr. Aynilian immediately sold the 250,000 shares on October 15, 2008
and disgorged profits to the Company.
On
December 31, 2008, pursuant to his employment agreement, Mr. Gallagher’s
agreement was automatically extended for an additional year through December 31,
2009 under the same terms of an annual salary of $125,000, 33,333 shares of
restricted common stock and stock options to purchase 166,667 of common stock of
the Company. On May 18, 2009, pursuant to Mr. Gallagher’s employment
agreement extension under his contract and as confirmed by the independent
compensation committee and board of directors, Mr. Gallagher was granted 33,333
shares of restricted common stock with 16,667 shares vesting on June 30, 2009,
and 16,666 shares vesting on December 31, 2009. Mr. Gallagher was
also granted stock options to purchase 166,667 shares of common stock of the
Company at $0.20 per share vesting on November 18, 2009. The
restricted stock is subject to a substantial risk of forfeiture upon termination
of his employment with the Company during the term of the Employment
Agreement.
F-17
On May
18, 2009, the Company issued as directors fees to each of the five directors
(Nicholas Aynilian, Drury J. Gallagher, Harry Gilmore, Ian Hague, and Van Z.
Krikorian) stock options to purchase 100,000 shares of common stock of the
Company each at $0.20 per share, vesting on November 18, 2009. The option grants
were made pursuant to the Global Gold Corporation 2006 Stock Incentive Plan and
pursuant to the Board’s April 24, 2009 decision from which date the options were
valued.
On May
18, 2009, pursuant to Courtney Fellowes’ employment agreement as the Company’s
Vice President of Business Development and Investor Relations for the period of
January 1, 2009 to December 31, 2009, Mrs. Fellowes was granted 100,000 shares
of restricted common stock to vest in equal installments of 50,000 shares each
on June 30, 2009, and December 31, 2009. Mrs. Fellowes was also
granted stock options to purchase 100,000 shares of common stock of the Company
at $0.20 per share vesting on June 18, 2009. The restricted stock is
subject to a substantial risk of forfeiture upon termination of his employment
with the Company during the term of the Employment Agreement.
On May
18, 2009, the Company issued Jan Dulman 200,000 shares of restricted common
stock as a retention payment under the terms of his employment agreement vesting
on December 31, 2009. The restricted stock is subject to a substantial
risk of forfeiture upon termination of his employment with the
Company.
On June
19, 2009, the Company’s independent compensation committee and the board of
directors authorized employment amendments and extensions to Messrs. Krikorian,
Boghossian, Dulman, and Caesar under the same terms of their prior
agreements.
On August
12, 2009, the Company finalized employment agreement amendments and extensions
under the same terms of their current contracts which were approved on June 19,
2009 by the Company’s independent compensation committee of the board of
director’s to retain key employees, for Messrs. Krikorian, Boghossian, Dulman
and Caesar. Annual compensation terms were not
increased. Mr. Krikorian’s employment agreement was extended for an
additional 3 year term from July 1, 2009 through June 30, 2012 with an annual
salary of $225,000 and Mr. Krikorian was granted 1,050,000 shares of restricted
common stock which will vest in equal semi-annual installments over the term of
his employment agreement. Mr. Boghossian’s employment agreement was
extended for an additional 3 year term from July 1, 2009 through June 30, 2012
with an annual salary of $72,000 and Mr. Boghossian was granted 337,500 shares
of restricted common stock which will vest in equal semi-annual installments
over the term of his employment agreement. Mr. Dulman’s employment
agreement was extended for an additional 3 year term from August 1, 2009 through
July 31, 2012 with an annual salary of $150,000 and Mr. Dulman was granted
225,000 shares of restricted common stock which will vest in equal semi-annual
installments over the term of his employment agreement. Mr. Dulman
was also granted stock options to purchase 225,000 shares of common stock of the
Company at $0.14 per share (based on the closing price at his renewal) vesting
in equal quarterly installments over the term of his employment
agreement. Mr. Caesar’s employment agreement was extended for an
additional year from August 1, 2009 through July 31, 2010 with an annual salary
of $30,000 and Mr. Caesar was granted 20,000 shares of restricted common stock
which will vest in equal semi-annual installments over the term of his
employment agreement. The option grant was made pursuant to the
Global Gold Corporation 2006 Stock Incentive Plan. The restricted
stock is subject to a substantial risk of forfeiture upon termination of
employment with the Company during the term of the Employment
Agreements.
Compensation
expense for the years ended December 31, 2009 and 2008 was $1,732,148 and
$2,927,192. The amount of total deferred compensation amortized for the years
ended December 31, 2009 and 2008 was $288,919 and $717,994.
F-18
The
following table illustrates the Company's compensation commitments for the next
5 years as of December 31, 2009.
|
Year
|
Amount
|
|||
|
2010
|
$ | 589,500 | ||
|
2011
|
447,000 | |||
|
2012
|
236,000 | |||
|
2013
|
- | |||
|
2014
|
- | |||
On
February 7, 2008, the Company received a short term loan in the amount of
$260,000, an additional $280,000 loan on March 10, 2008, and an additional
$300,000 loan on April 14, 2008 (collectively, the “Loans”), from Ian Hague, a
director of the Company, which Loans accrue interest, from the day they are
issued and until the day they are repaid by the Company, at an annual rate of
10%. The Company promises to repay, in full, the Loan and all the Interest
accrued thereon on the sooner of: (1) Mr. Hague’s demand after June 6, 2008; or
(2) from the proceeds of any financing the company receives over $1,000,000. The
Company may prepay this loan in full at any time. But if it is not repaid by
June 10, 2008, Mr. Hague will have the right, among other rights available to
Mr. Hague under the law, to convert the loan plus accrued interest to Common
Stock of the Company at the price calculable and on the terms of the Global
Gold Corporation 2006 Stock Incentive Plan. In addition, Mr. Hague
will have the right at any time to convert the terms of all or a portion of the
Loan to the terms provided to any third party investor or lender financing the
company. In connection with the Loan, pursuant to the Company’s
standing policies, including it’s Code of Business Conduct and Ethics and
Nominating and Governance Charter, the Board of Directors, acting without the
participation of Mr. Hague, reviewed and approved the Loan and its terms, and
determined the borrowings to be in the Company’s best interest. On
May 12, 2008, the Company received an advance of $1,500,000 and an additional
advance of $800,000 on July 7, 2008 (collectively, the “Advances”), from Mr.
Hague on the anticipated signing of the July 31, 2008 Agreement. On
September 23, 2008, after the termination of the July 31, 2008 Agreement, the
Company restructured the Loans and the Advances into a new agreement (the “Loan
and Royalty”) which became effective November 6, 2008. Key terms of
the Loan and Royalty include interest accruing from September 23, 2008 until the
day the loan is repaid in full at an annual rate of 10% and the Company granting
a royalty of 1.75% from distributions to the Company from the sale of gold and
all other metals produced from the Madre De Dios property currently included in
the Global Gold Valdivia joint venture with members of the Quijano family.
At December 31, 2009 accrued interest was $516,258.
Pursuant
to two short-term loan agreements dated April 14, 2009 for $32,000 and May 4,
2009 for $20,000 the Company borrowed a total of $52,000 from one of its
directors, Nicholas J. Aynilian. The terms of both agreements include an
annual rate of 10% with repayment on the sooner of: (1) demand after June 6,
2009; or (2) from the proceeds of any financing the Company receives. In
addition, if the loans are not repaid by June 10, 2009, the lender will have the
right, among other rights available, to convert the loan plus accrued interest
to common shares of the Company at the price calculable and on the terms of the
Global Gold Corporation 2006 Stock Incentive Plan. Accrued interest
as of December 31, 2009 was $3,609.
On
April 16, 2009 and April 27, 2009, the Company’s Director and Treasurer, Drury
Gallagher, made interest free loans of $3,000 and $1,000, respectively, to the
Company which have not been repaid as of the date of this filing.
On May
13, 2009, pursuant to a loan agreement, the Company borrowed $550,000 from two
of its directors Ian Hague ($500,000) and Nicholas J. Aynilian ($50,000). The
terms of the agreement include an annual rate of 10% with repayment on the
sooner of: (1) demand after June 1, 2009; (2) from the proceeds of any financing
the Company; or (3) from the proceeds of the sale of an interest in any Company
property. In addition, if the loans are not repaid by June 10,
2009, the lenders will have the right, among other rights available, to convert
the loan plus accrued interest to common shares of the Company at the price
calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive
Plan. The lenders will also have the right until this and any other loans
from you are repaid at any time to convert the terms of all or a portion of this
or other loans made pursuant to the terms provided to any third party investor
or lender financing the Company. Accrued as of December 30, 2009 was
$34,959.
On August
27, 2009 and September 10, 2009, the Company’s Director and Treasurer, Drury
Gallagher, made interest free loans of $20,000 and $1,500, respectively, to the
Company which have not been repaid as of the date of this filing.
F-19
On
September 14, 2009, pursuant to a loan agreement, the Company borrowed $50,000
from one of its directors Ian Hague. The terms of the agreement include an
annual rate of 10% with repayment on the sooner of: (1) demand after November 1,
2009; (2) from the proceeds of any financing the Company; or (3) from the
proceeds of the sale of an interest in any Company property.
In addition, if the loans are not repaid by December 1, 2009,
the lenders will have the right, among other rights available, to convert the
loan plus accrued interest to common shares of the Company at the price
calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive
Plan. The lenders will also have the right until this and any other loans
from you are repaid at any time to convert the terms of all or a portion of this
or other loans made pursuant to the terms provided to any third party investor
or lender financing the Company. Accrued interest as of December 31,
2009 was $1,479.
On
October 29, 2009, pursuant to a loan agreement, the Company borrowed $60,000
from one of its directors Ian Hague. The terms of the agreement include an
annual rate of 10% with repayment on the sooner of: (1) demand after December 1,
2009; (2) from the proceeds of any financing the Company; or (3) from the
proceeds of the sale of an interest in any Company property.
In addition, if the loans are not repaid by December 31, 2009,
the lenders will have the right, among other rights available, to convert the
loan plus accrued interest to common shares of the Company at the price
calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive
Plan. The lenders will also have the right until this and any other loans
from you are repaid at any time to convert the terms of all or a portion of this
or other loans made pursuant to the terms provided to any third party investor
or lender financing the Company. Accrued interest as of December 31, 2009
was $1,036.
On
November 12, 2009, pursuant to a loan agreement, the Company borrowed $10,000
from one of its directors Ian Hague. The terms of the agreement include an
annual rate of 10% with repayment on the sooner of: (1) demand after January 1,
2010; (2) from the proceeds of any financing the Company; or (3) from the
proceeds of the sale of an interest in any Company property.
In addition, if the loans are not repaid by December 31, 2009,
the lenders will have the right, among other rights available, to convert the
loan plus accrued interest to common shares of the Company at the price
calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive
Plan. The lenders will also have the right until this and any other loans
from you are repaid at any time to convert the terms of all or a portion of this
or other loans made pursuant to the terms provided to any third party investor
or lender financing the Company. Accrued interest as of December 31, 2009
was $107.
On
December 10, 2009, the Company’s Director and Treasurer, Drury Gallagher, made
an interest free loan of $2,000 to the Company which has not been repaid as of
the date of this filing.
On
December 28, 2009, pursuant to a loan agreement, the Company borrowed $110,000
from one of its directors Ian Hague. The terms of the agreement include an
annual rate of 10% with repayment on the sooner of: (1) demand after February 1,
2010; (2) from the proceeds of any financing the Company; or (3) from the
proceeds of the sale of an interest in any Company property.
In addition, if the loans are not repaid by January 31, 2010,
the lenders will have the right, among other rights available, to convert the
loan plus accrued interest to common shares of the Company at the price
calculable and on the terms of the Global Gold Corporation 2006 Stock Incentive
Plan. The lenders will also have the right until this and any other loans
from you are repaid at any time to convert the terms of all or a portion of this
or other loans made pursuant to the terms provided to any third party investor
or lender financing the Company. Accrued interest as of December 31, 2009
was $90.
As of
December 31, 2009, the Company owes Drury Gallagher, the Company’s Director and
Treasurer, approximately $13,350 for expense reimbursement which bears no
interest.
As of
December 31, 2009, the Company owes Ashot Boghossian, GGM’s Regional Director,
approximately $65,700 for expense reimbursement which bears no
interest.
As of
December 31, 2009, the Company owes unpaid wages of approximately $399,195 to
management. The Company is accruing interest at an annual rate of 9%
on the net of taxes wages owed to management.
F-20
10.
INCOME TAXES
Income
taxes are accounted for in accordance with the provisions of FASB ASC 740,
Accounting for Income Taxes. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the
amounts expected to be realized.
At
December 31, 2009, the Company had net deferred tax assets of $12,495,000. The
Company has provided a valuation allowance, which increased during 2009 by
$1,619,000, against the full amount of its deferred tax asset, since the
likelihood of realization cannot be determined.
The
following table illustrates the source and status of the Company's major
deferred tax assets as of December 31, 2009.
|
2009
|
2008
|
|||||||
|
Deferred
tax assets:
|
||||||||
|
Net
operating loss carryforward
|
$ | 12,048,000 | $ | 10,481,000 | ||||
|
Stock
option expense
|
447,000 | 395,000 | ||||||
|
Net
deferred tax asset
|
12,495,000 | 10,876,000 | ||||||
|
Valuation
allowance
|
(12,495,000 | ) | (10,876,000 | ) | ||||
| $ | - | $ | - | |||||
The
provision for income taxes for year ended December 31, 2009 and 2008 differs
from the amount computed by applying the statutory federal income tax rate (35%)
to income before income taxes as follows:
|
2009
|
2008
|
|||||||
|
Income
tax benefit computed at statutory rate
|
$ | 1,512,000 | $ | 3,133,000 | ||||
|
State
tax benefit (net of federal)
|
216,000 | 448,000 | ||||||
|
Permanent
differences (book stock comp versus
|
||||||||
|
tax
stock comp)
|
(109,000 | ) | (7,000 | ) | ||||
|
Increase
in valuation allowance
|
(1,619,000 | ) | (3,574,000 | ) | ||||
|
Provision
for income taxes
|
$ | - | $ | - | ||||
The
Company had net operating loss carry forwards for tax purposes of approximately
$28,500,000 at December 31, 2009 expiring at various dates from 2014 to 2029. A
significant portion of these carry forwards are subject to limitations on annual
utilization due to "equity structure shifts" or "owner shifts" involving "5
percent stockholders" (as defined in the Internal Revenue Code of 1986, as
amended), which resulted in more than a 50 percent change in
ownership.
11.
COMMON STOCK
On August
1, 2005, Global Gold Mining entered into a share purchase agreement to acquire
the Armenian limited liability company Mego-Gold, LLC which is the licensee for
the Tukhmanuk mining property and surrounding exploration sites as well as the
owner of the related processing plant and other assets. On August 2,
2006, Global Gold Mining exercised its option to acquire the remaining
forty-nine percent (49%) of Mego-Gold, LLC, in exchange for one million dollars
($1,000,000) and five hundred thousand (500,000) restricted shares of the
Company's common stock with a contingency allowing the sellers to sell back the
500,000 shares on or before September 15, 2007 for a payment of $1 million if
the Company's stock is not traded at or above two dollars and fifty cents
($2.50) at any time between July 1, 2007 and August 31, 2007. On September 12,
2006, Global Gold Mining loaned two hundred thousand dollars ($200,000) to
Karapet Khachatryan ("Maker"), one of the sellers of Mego-Gold LLC, a citizen of
the Republic of Armenia, as evidenced by a convertible promissory note payable
(“Note”) to Global Gold Mining, with interest in arrears on the unpaid principal
balance at an annual rate equal to ten percent (10%). At any time following
September 18, 2006, the Company, at its sole option, had the right to convert
all of Maker's debt from the date of the Note to the date of conversion into
shares of common stock of the Company at the conversion price of $1.50 per share
with all of such shares as security
F-21
for all
obligations. Maker pledged two hundred fifty five thousand (255,000) shares of
the Company's common stock as security for his obligations thereunder. On
September 16, 2007, the contingency period expired without exercise, extension
or amendment. The Company has accounted for this by booking the 500,000 shares,
at the fair market value of $1,000,000, into Additional Paid-In
Capital. The Company also booked the $200,000 secured loan into Note
Receivable and accrued interest, from inception of Note as per the terms of the
Note above, into Additional Paid-In Capital. On February 12, 2008 the
Company exercised its option and converted the Note and accrued interest into
one hundred fifty two thousand seven hundred seventy eight shares (152,778),
which were then cancelled. As a result, the Company recorded bad debt
expense of $151,250 for the difference in the value of the stock and the amount
owed to the Company.
On January 11, 2007, the Company granted
50,000 shares of restricted Common Stock to Harry Gilmore as an initial
director's fee at the fair market value of $.86 per share.
In
December 2008, the Company sold 4,750,000 units at $0.10 per share in a private
placement. The units included 4,750,000 common shares and 4,750,000 warrants
exercisable at $0.15 per share and expire on or before December 9,
2013.
12.
WARRANTS AND OPTIONS
The
Company adopted the 1995 Stock Option Plan under which a maximum of 500,000
shares of Common Stock may be issued (subject to adjustment for stock splits,
dividends and the like). In July 2002, the Company granted options to
buy 150,000 shares of common stock, at an exercise price of $0.11 per share, to
each of the then Chairman, Drury Gallagher, and President of the Company, Robert
Garrison. Of these options issued, 75,000 vest on the first
anniversary of the date of issuance, and the remaining 75,000 vest on the second
anniversary of the date of issuance. These options expire five years
from the date of issuance. As of December 31, 2006, there were
200,000 stock awards available under the Plan for future issuance. On
June 30, 2004, the former President and CFO, Mr. Robert Garrison resigned his
office and thereby forfeited his options. On June 20, 2007, Global
Gold Corporation sold $16,500 in common shares, pursuant to exemptions from
registration requirements of the Securities Act to Drury Gallagher, the
Company's Chairman Emeritus, Treasurer and Secretary. The transaction
involved the exercise of options originally issued on June 30,
2002. The transaction involved the issuance of 150,000 shares of
common stock at $0.11 per share in accordance with the options. As of
December 31, 2007 there were no options remaining outstanding under the 1995
Stock Option Plan.
On June
15, 2006, the Company's stockholders approved the Global Gold Corporation 2006
Stock Incentive Plan (the "2006 Stock Incentive Plan") under which a maximum of
3,000,000 shares of Common Stock may be issued (subject to adjustment for stock
splits, dividends and the like). The 2006 Stock Incentive Plan replaces the
Company's Option Plan of 1995 which terminated in June 2005. The Company's 2006
Stock Incentive Plan has a ten - year term and will expire on June 15, 2016. On
June 15, 2006, the Company granted options to buy 250,000 shares of common
stock, at an exercise price of $1.70 per share, to the then Chairman and CEO,
Drury Gallagher. On June 15, 2006, the Company also granted options to buy
62,500 shares of common stock, at an exercise price of $1.70 per share, to the
Controller, Jan Dulman. On September 18, 2006, the Company granted options to
buy 200,000 shares of common stock, at an exercise price of $1.25 per share, to
the then Chief Operating Officer, Michael T. Mason. On January 1,
2007, the Company granted options to buy 83,334 shares of common stock, at an
exercise price of $0.88 per share, to the Senior Vice President for Exploration
and Development, Hrayr Agnerian. On January 11, 2007, the Company
issued as directors fees to each of the five directors (Nicholas J. Aynilian,
Drury J. Gallagher, Harry Gilmore, Ian Hague, and Van Z. Krikorian) stock
options to purchase 100,000 shares of Common Stock of the Company each at $.86
per share. On June 15, 2007, the Company granted options to buy
116,666 shares of common stock, at an exercise price of $0.83 per share, to the
Senior Vice President for Exploration and Development, Hrayr
Agnerian. On June 15, 2007, the Company granted options to buy
150,000 shares of common stock, at an exercise price of $0.83 per share, to the
Chief Financial Officer, Jan Dulman. On June 20, 2007, Michael T.
Mason, the Company’s President, resigned from his position and forfeited options
to buy 100,000 shares of common stock, at an exercise price of $1.25 and his
additional vested options to buy 100,000 shares of common stock have expired
unexercised as of December 31, 2008. On October 1, 2007, the Company
granted options to buy 15,000 shares of common stock, at an exercise price of
$1.00 per share, to a consultant, Paul Airasian, which expired on December 31,
2009. On April 8, 2008, the Company granted options to each of the
five directors to buy 100,000 (500,000 total) shares of common stock, at an
exercise price of $0.45 per share. On March 31, 2009, three months
after the termination of his employment, Hrayr Agnerian’s vested options to buy
200,000 shares of common stock have expired unexercised according to the terms
of his employment agreement. On May 18, 2009, the Company granted
options to each of the five directors to buy 100,000 (500,000 total) shares of
common stock, at an exercise price of $0.20 per share. On May 18, 2009, pursuant
to Mr. Gallagher’s employment agreement extension under his contract and as
confirmed by the independent compensation committee and board of directors, Mr.
Gallagher was granted stock options to purchase 166,667 shares of common stock
of the Company at $0.20 per share vesting on November 18, 2009. On
May 18, 2009, the Company granted to Courtney Fellowes, the Company’s Vice
President of Business Development and Investor Relations, stock options to
purchase 100,000 shares of common stock of the Company at $0.20 per share
vesting on June 18, 2009. On August 12, 2009, the Company granted to
Jan Dulman, the Company’s Chief Financial Officer, stock options to
purchase 225,000 shares of common stock of the Company at $0.14 per share (based
on the closing price at his renewal) vesting in equal quarterly installments
over the term of his employment agreement.
F-22
On
December 31, 2008, Warrants, that were previously extended through December 31,
2008, expired.
The
Company estimates the fair value of stock options using a Black-Scholes
valuation model and the following assumption terms: 1-3 years; interest
rate: 5.0% to 5.7%; volatility: 100 - 160%. The expense is recorded in the
Consolidated Statements of Operations.
The fair
value of options granted at December 31, 2009 and 2008 was $154,167 and
$100,000, respectively.
The
following tables illustrates the Company's stock warrant and option issuances
and balances outstanding as of, and during the years ended December 31, 2009 and
December 31, 2008, respectively.
|
WARRANTS
|
OPTIONS
|
STOCK
AWARDS
|
||||||||||||||||||||||
|
Shares
|
Weighted
|
Shares
|
Weighted
|
Restricted
|
Weighted
|
|||||||||||||||||||
|
Underlying
|
Average
|
Underlying
|
Average
|
Stock
|
Average
|
|||||||||||||||||||
|
Warrants
|
Exercise
Price
|
Warrants
|
Exercise
Price
|
Awards
|
Market
Price
|
|||||||||||||||||||
|
Outstanding
at December 31, 2007
|
3,466,666 | $ | 2.00 | 1,277,500 | $ | 0.93 | 5,384,668 | $ | 0.69 | |||||||||||||||
|
Granted
|
4,750,000 | 0.15 | 500,000 | 0.45 | 220,000 | 0.16 | ||||||||||||||||||
|
Canceled
|
(3,466,666 | ) | 2.00 | (100,000 | ) | 1.25 | - | - | ||||||||||||||||
|
Exercised
|
- | - | - | - | - | - | ||||||||||||||||||
|
Sold
in units
|
- | - | - | - | - | - | ||||||||||||||||||
|
Outstanding
at December 31, 2008
|
4,750,000 | $ | 0.15 | 1,677,500 | $ | 0.90 | 5,604,668 | $ | 0.67 | |||||||||||||||
|
Granted
|
- | - | 991,667 | 0.19 | 1,965,833 | 0.12 | ||||||||||||||||||
|
Canceled
|
- | - | (215,000 | ) | 0.86 | - | - | |||||||||||||||||
|
Exercised
|
- | - | - | - | - | - | ||||||||||||||||||
|
Sold
in units
|
- | - | - | - | - | - | ||||||||||||||||||
|
Outstanding
at December 31, 2009
|
4,750,000 | $ | 0.15 | 2,454,167 | $ | 0.61 | 7,570,501 | $ | 0.53 | |||||||||||||||
|
Vested
shares and fair value
|
4,750,000 | $ | 0.15 | 2,247,917 | $ | 0.66 | 6,169,251 | $ | 0.63 | |||||||||||||||
In the
twelve months ended December 31, 2009 and 2008, there were no options
exercised. The following is additional information with respect to
the Company's options and warrants as of December 31, 2009.
|
WARRANTS
|
||||||||
|
WARRANTS
OUTSTANDING
|
EXERCISABLE
|
|||||||
|
Number
of
|
Weighted
|
Number
of
|
||||||
|
Outstanding
|
Average
|
Weighted
|
Exercisable
|
Weighted
|
||||
|
Average
|
Shares
|
Remaining
|
Average
|
Shares
|
Average
|
|||
|
Exercise
|
Underlying
|
Contractual
|
Exercise
|
Underlying
|
Exercise
|
|||
|
Price
|
Warrants
|
Life
|
Price
|
Warrants
|
Price
|
|||
|
$ 0.15
|
4,750,000
|
3.94
years
|
$ 0.15
|
4,750,000
|
$ 0.15
|
|||
|
OPTIONS
|
||||||||
|
OPTIONS
OUTSTANDING
|
EXERCISABLE
|
|||||||
|
Number
of
|
Weighted
|
Number
of
|
||||||
|
Outstanding
|
Average
|
Weighted
|
Exercisable
|
Weighted
|
||||
|
Average
|
Shares
|
Remaining
|
Average
|
Shares
|
Average
|
|||
|
Exercise
|
Underlying
|
Contractual
|
Exercise
|
Underlying
|
Exercise
|
|||
|
Price
|
Options
|
Life
|
Price
|
Options
|
Price
|
|||
|
$ 0.63
|
2,454,167
|
7.29
years
|
$ 0.61
|
2,247,917
|
$ 0.66
|
|||
The
average intrinsic value of warrants and options exercisable at December 31, 2009
is $188. The average intrinsic value of warrants and options outstanding at
December 31, 2009 is $2,250.
F-23
13.
AGREEMENTS AND COMMITMENTS
On
January 18, 2007, Global Gold Uranium entered into a "Labrador Uranium Claims
Agreement" with Messrs. Alexander Turpin and James Weick to acquire an option to
acquire a one hundred percent interest ownership of mineral license rights at or
near Grand Lake (approximately 1,850 acres) and Shallow Lake (approximately
5,750 acres). Global Gold Uranium will be solely responsible for exploration and
management during the option periods and can exercise the option to acquire one
hundred percent of the license rights at either property by granting the sellers
a 1.5% NSR royalty which can be bought out for $2,000,000 cash or at the
seller's option in common stock of the Company valued at the six month weighted
average of the stock at the time of exercise. All dollar references are to
Canadian dollars. Global Gold Uranium will earn a One Hundred Percent (100%)
option in the Licenses by paying cash and common stock (20,000 shares initial
deposit). In addition, Global Gold Uranium has completed staking 300 claims
(approximately 18,531 acres) in the immediate vicinity of the Grand Lake and
Shallow Lake properties. With respect to the Shallow Lake
transaction, the sellers breached a representation and warranty to keep the
license rights in force for a period after acquisition, several of the licenses
lapsed, and Global Gold Uranium, in its own name, successfully staked the same
licenses in June 2007. The Company has not issued the initial 20,000 shares of
Common Stock of the Company as of December 31, 2009, and has phased out of these
properties. The licenses have expired as of September 30,
2009.
On
April 12, 2007, Global Gold Uranium entered into an agreement to acquire an
option for the Cochrane Pond license area ("the Agreement") with Commander
Resources Ltd. ("Commander") and Bayswater Uranium Corp. ("Bayswater"). The
Cochrane Pond property consists of 2,600 claims within 61,000 hectares
(approximately 150,708 acres). The Agreement is subject to board
approval and the conclusion of an option agreement which the relevant
boards subsequently approved. Major terms include the following. Global Gold
Uranium may earn a 51% equity interest over a period of four years in Cochrane
Pond Property by completing; Cash payments of US $700,000 over four year period;
Share issuance of 350,000 shares of Global Gold Corporation (50 % each to
Commander and Bayswater) over a four year period; Property expenditures over
four year period of C$3.5 million.
Either
party may, at any time up to the commencement of commercial production, elect to
convert its respective interest to a 2% gross uranium sales royalty in the case
of a uranium deposit or a 2% NSR in the case of a non-uranium deposit. In either
case, 50% of the royalty obligation may be purchased at any time prior to
commercial production for a $1,000,000 cash payment.
As of
June 30, 2007, the Company has paid $200,000 and issued 150,000 shares of the
Company's common stock, 75,000 shares each to Commander and
Bayswater.
On
October 17, 2008, the Company through Global Gold Uranium entered into an
agreement (the "Royalty Agreement") with Commander and Bayswater pertaining to
the Cochrane Pond Property (the “Property”) located in southern Newfoundland
that is owned 50% by Commander and 50% by Bayswater through a joint venture (the
“CPJV”). The Company originally entered into an agreement acquiring an option
(the “Option Agreement”) on the Property with Commander and Bayswater on April
12, 2007. The Royalty Agreement grants Global Gold a royalty in the
Property and terminates Global Gold’s pre-existing rights and obligations
associated with Property.
The key
terms of the Royalty Agreement are that the CPJV shall provide a royalty to
Global Gold for uranium produced from the Property in the form of a 1% gross
production royalty from the sale of uranium concentrates (yellowcake) capped at
CDN $1 million after which the royalty shall be reduced to a 0.5%
royalty.
The
royalty shall remain attached to the Property and in the name of Global Gold or
GGU as required under the local laws and exchange regulations. The
royalty shall survive the sale and transfer of the property to a third
party.
In
consideration for the royalty, Global Gold agreed to pay a total of $50,000
cash, $25,000 cash each to Commander and Bayswater, on or before November 14,
2008. The Company paid $25,000 cash each to Commander and Bayswater
on November 11, 2008.
On August
9, 2007 and August 19, 2007, the Company, through Minera Global, entered
agreements to form a joint venture and on October 29, 2007, the Company closed
its joint venture agreement with members of the Quijano family by which Minera
Global assumed a 51% interest in the placer and hard rock gold Madre de Dios and
Pureo properties. The name of the joint venture company is Compania
Minera Global Gold Valdivia S.C.M. (“Global Gold Valdivia” or
“GGV”).
F-24
Key
agreement terms for the Madre De Dios joint venture agreement include a
1,000,000 euro payment from Global Gold (paid as of October 30, 2007), and the
following joint venture terms equity interests set at 51%-49% in favor of Global
Gold; of the 3 directors, two (Mr. Krikorian and Dr. Ted Urquhart, Global's Vice
President in Santiago) are appointed by Global Gold; Global Gold commits to
finance at least one plant and mining operation within 6 months as well as a
mutually agreed exploration program to establish proven reserves, if that is
successful, two additional plants/operations will be financed; from the profits
of the joint venture, Global Gold will pay its partner an extra share based on
the following scale of 28 million euros for (a) 5 million ounces of gold
produced in 5 years or (b) 5 million ounces of gold proven as reserves according
to Canadian National Instrument 43-101 (“NI 43-101”) standards in 5
years. The 6 month obligation was amended and extended by the October
27, 2007 Pact to a period of 3 years. The definitions of proven and
probable reserves in NI 43-101 reports differ from the definitions in SEC
Industry Guide 7. Also, the SEC does not recognize the terms “measured
resources and indicated resources” or “inferred resources” which are used in NI
43-101 reports. The Company has not financed any plants as of
December 31, 2009.
On July
24, 2009, Global Gold entered into an amendment with members of the Quijano
family (“Quijano”) to the October 29, 2007 Global Gold Valdivia joint venture
subject to final board approval on or before July 31, 2009 whereby GGV will
become wholly owned by Global Gold and retain only the Pureo Claims Block
(approximately 8,200 hectares), transferring the Madre De Dios claims block to
the sole ownership to members of the Quijano family. On July 28,
2009, the amendment was approved by the Company’s board of
directors.
Key terms
of the amendment included that on or before August 15, 2009, GGV transfer to
Quijano or his designee one hundred percent (100%) interest in the current GGV
claims identified as the Madre De Dios Claims Block and Quijano transfer to
Global Gold one hundred percent (100%) interest in the GGV, or its designee, and
the remaining claims identified as the Pureo Claims Block. All
transfers were closed in Santiago, Chile on August 14, 2009 which terminated the
joint venture. If GGV does not commence production on a commercial
basis on the property being transferred to its sole control pursuant to this
agreement within two years (subject to any time taken for permitting purposes),
the property shall revert to Quijano.
Quijano
shall be entitled a 3% NSR royalty interest in all metals produced from the
properties retained in GGV up to a maximum of 27 million Euros, subject to
Quijano’s initial repayment of $200,000 to Global Gold. For three
years, GGV or its designee shall have a right of first refusal on any
bona fide offers for all or any part of the properties transferred to Quijano
(to be exercised within five (5) days). For three years, Quijano
shall also have a right of first refusal on any bona fide offers for all or any
part of the properties retained by GGV or its designee (to be exercised within
twenty (20) days).
On
September 5, 2007, the Company entered into a confidential agreement which was
made public on October 29, 2007, with members of the Quijano family by which the
Company has the option to earn a 51% interest in the Estrella del Sur
Gold-Platinum project on Ipun Island and another Gold-Platinum property on
Chiloe Island.
Key
agreement terms for the Estrella del Sur and Chiloe projects required Global
Gold to pay approximately $160,000 to cover government and license fees in
exchange for an exclusive option until January 30, 2008 to review, explore, and
form joint ventures on the properties. On or before January 31, 2008, at Global
Gold's sole option, either or both of the properties shall be transferred to a
new joint venture company (or two separate companies on the same terms). For
both properties and in consideration for forming the joint venture, Global Gold
shall pay 1,500,000 euros (or the Chilean peso equivalent) on the following
schedule: 1. January 31, 2008, 250,000 euros; 2. July 31, 2008, 250,000 euros;
3. January 30 2009, 500,000 euros; and 4. July 31 2009, 500,000
euros. The Company received an extension of the first payment date to
March 31, 2008. On April 8, 2008, the board of directors of the
Company approved an amendment executed March 31, 2008 to the above option
agreement for mining properties on Ipun Island and Chiloe Island in Southern
Chile. The key terms of the amendment transfer the Chiloe and Ipun licenses to
the existing Global Gold Valdivia company and require the Company to deliver
250,000 restricted shares of Common Stock of the Company on or before May 1,
2008. The 250,000 restricted shares were issued on April 8,
2008.
If either
or both properties continue to production and reserves are proven by the
prefeasibility and scoping studies, Global Gold's partner will be entitled to an
extra share based on the following scale of 37,000,000 euros (15,000,000 for
Chiloe and 22,000,000 for Ipun) for 3,700,000 commercially reasonable
recoverable ounces of gold plus platinum (calculated on a gold price equivalent
basis, using the monthly average of the New York COMEX price for the month in
which calculations of proven reserves are made according to Canadian 43-101
standards) based on the prefeasibility and scoping studies. Payments will come
as the joint venture produces gold or platinum as mutually agreed from no more
than 25% of Global Gold's profit from the joint venture. Part of the payments
may be in Global Gold stock on mutually agreeable terms. The economic value of
any other materials besides gold or platinum shall not be calculated as part of
this formula and instead will be shared according to joint venture terms. After
the prefeasibility and scoping studies, each party shall carry its own share of
the costs.
F-25
On
October 3, 2008, the Company entered into an agreement to sell all of the
Company’s interest in its Chiloe and Ipun island properties in Chile, held by a
Joint Venture with the Quijano family, to the Quijano family. The
agreement was concluded by October 15, 2008 and the properties transferred to
the purchaser as of November 1, 2008.
The
consideration for the sale of the Chiloe and Ipun island properties include the
following to Global Gold or its designee: (a) $200,000 USD, fifty percent of
which will be paid at the closing and the other fifty percent to be paid within
sixty days; (b) certain second hand equipment and parts used for mining which
are currently on or around the territory of the Global Gold Valdivia joint
venture to be specified in the mutually agreed transfer documents, including a
Caterpillar 966 wheel loader, a Warner Swasey excavator, and a Caterpillar 290
kva generator; (c) certain land rights, buildings and improvements which are
currently on or around the territory of the Global Gold Valdivia joint
venture, generally described as an approximately five
hectare property, known as Lote Nº11, situated in Pureo, where Amparo
and Pureo mining properties are located, and approximately ten hectares
including two properties with their buildings, situated in the area where the
mining property Guadalupe 61-120 is located, all as to be specified
in the mutually agreed transfer documents; and (d) a first priority right of
payment from the profits of the Global Gold Valdivia joint venture company of
$200,000 USD.
March 24,
2009, the Company signed a supply contract agreement with Industrial Minerals SA
(“IM”), a Swiss Company. The agreement is for IM to purchase all of
the gold and silver concentrate produced at the Company's Tukhmanuk facility at
85% of LBMA less certain treatment and refining
charges.
On April
6, 2009, the Company sold approximately 60 tonnes of gold and silver concentrate
pursuant to its agreement with IM. The concentrate was delivered on
April 18, 2009. The tentative amount due to the Company was $63,448
of which the Company received a pre-payment of $31,724 on April 20,
2009. The Company received $16,140 on May 27, 2009 and $14,425 on
July 7, 2009. The final sales amount after charges and adjustments
was $62,289.
On July
23, 2009, the Company sold approximately 55 tonnes of gold and silver
concentrate pursuant to its agreement with IM. The concentrate was
delivered on August 4, 2009. The tentative amount due to the Company
was $77,255 of which the Company received a partial payment of $65,664 on August
11, 2009. On October 13, 2009, the Company received $8,688 as final
payment for its sale in July 2009 to IM. The final sales amount after
charges and adjustments was $74,352.
On
October 27, 2009, the Company issued a press release announcing the first stage
of approval of reserves for its Toukhmanuk expansion. The Republic of Armenia’s
State Natural Resources Agency (the "Agency") issued its certificate based
on the proposal of the Agency’s State Geological Expert Commission made during
its October 23, 2009 session. The total ore reserve approved
was roughly 21,900,000 tonnes with an average gold grade of 1.62 grams per
tonne at a cut off grade of 0.80 grams per tonne and an average silver grade of
4.88 grams per tonne. Total approved reserves in the C1 and C2 categories
are roughly 35.614 tonnes (or 1,145,000 ounces) of gold and 107 tonnes (or
3,440,000 ounces) of silver. In its approval, the Agency added that the
“approved reserves entirely correspond to the requirements for Measured and
Indicated reserves under International Standards."
On
November 18, 2009, the Company issued a press release announcing that following
up on the issuance of the approving a first stage gold reserve, the Republic of
Armenia’s State Natural Resources Agency (the “Agency”) has delivered its full
decision with backup calculations on November 13, 2009 confirming an additional
gold resource in the inferred category. The Agency issued its decision based on
the proposal of the Agency’s State Geological Expert Commission made during its
October 23, 2009 session. A copy of the official approval and a partial
unofficial translation are available on the company’s website www.globalgoldcorp.com
.
The
approved gold resource in the Inferred category is 35 tonnes (or 1,225,276
ounces), which together with the approved 1.145 million ounces of reserves marks
a sharp increase from the 8.0 tonnes approved under GKZ decision N28 of January,
26, 2004. The reserve and resource estimates were concluded at a cutoff grade of
0.8 grams per tonne (please refer to the “Cautionary Note to U.S. Investors” on
page 3 of this report).
On
December 18, 2009, the Company entered into an agreement with Caldera Resources
Inc. (“Caldera”) outlining the terms for a joint venture on the Company’s Marjan
property in Armenia (“Marjan JV”).
Key terms
include that Caldera shall, subject to terms and conditions, earn a 55% interest
in the Marjan Gold-Silver-Polymetallic Project after completing a bankable
feasibility study on the project or spending US$3.0M on the
property.
F-26
As
additional consideration, Caldera will be making a non-refundable US$50,000
deposit by December 30, 2009 and issue 500,000 shares of the company on a
post-consolidated basis. Caldera will also make a payment of US$100,000 no later
than March 30, 2010. A definitive agreement will be signed as soon as possible,
upon completion of due diligence review, respective board approvals and any
regulatory approval that may be required. The Company received the
US$50,000 deposit on December 29, 2009. See Subsequent Events for an
update on the Marjan JV.
The
Company rents office space in a commercial building at 45 East Putnam Avenue,
Greenwich, CT where it signed a 5-year lease starting on March 1, 2006 at a
starting annual rental cost of $44,200. On October 1, 2006, the Company expanded
its office space by assuming the lease of the adjacent office space. The assumed
lease had less then one year remaining, through September 30, 2008, at an annual
rental cost of $19,500. The assumed lease was extended for an
additional year through September 30, 2009 at an annual rental cost of $22,860
for that period. The assumed lease was further extended through
October 15, 2009 at which point the Company vacated the additional
space. Messrs.Gallagher and Krikorian gave personal guarantees of the
Company's performance for the first two years of the lease.
GGH,
which is the license holder for the Hankavan and Marjan properties, was the
subject of corrupt and improper demands and threats from the former Minister of
the Ministry of Environment and Natural Resources of Armenia, Vardan Ayvazian.
The Company reported this situation to the appropriate authorities in Armenia
and in the United States. Although the Minister took the position that the
licenses at Hankavan and Marjan were terminated, other Armenian governmental
officials assured the Company to the contrary and Armenian public records
confirmed the continuing validity of the licenses. The Company received
independent legal opinions that all of its licenses are valid and remain in full
force and effect, continued to work at those properties, and engaged
international and local counsel to pursue prosecution of the illegal and corrupt
practices directed against the subsidiary, including international arbitration.
On November 7, 2006, the Company initiated the thirty-day good faith negotiating
period (which is a prerequisite to filing for international arbitration under
the 2003 SHA, LLC Share Purchase Agreement) with the three named shareholders
and one previously undisclosed principal, Mr. Ayvazian. The Company
filed for arbitration
under the
rules under the International Chamber of Commerce, headquartered in Paris,
France, ("ICC") on December 29, 2006. The forum for this arbitration is New York
City, and the hearing is currently pending for 2010. On June 25,
2008, the Federal District Court for the Southern District of New York ruled
that Mr. Ayvazian was required to appear as a respondent in the ICC
arbitration. On September 5, 2008, the ICC International Court of
Arbitration ruled that Mr. Ayvazian shall be a party in accordance with the
decision rendered on June 25, 2008 by the Federal District Court for the
Southern District of New York. In addition and based on the US
Armenia Bilateral Investment Treaty, Global Gold Mining filed a request for
arbitration against the Republic of Armenia for the actions of the former
Minister of Environment and Natural Resources with the International Centre for
Settlement of Investment Disputes, which is a component agency of the World Bank
in Washington, D.C., ("ICSID") on January 29, 2007. On August 31, 2007, the
Government of Armenia and Global Gold Mining jointly issued the following
statement, "{they} jointly announce that they have suspended the ICSID
arbitration pending conclusion of a detailed settlement agreement. The parties
have reached a confidential agreement in principle, and anticipate that the
final settlement agreement will be reached within 10 days of this announcement."
The Company has learned from public records that GeoProMining Ltd., through an
affiliate, has become the sole shareholder of an Armenian Company, Golden Ore,
LLC, which was granted an illegal and competing license for Hankavan.
GeoProMining Ltd. is subject to the 20% obligations as successor to Sterlite
Resources, Ltd. As of February 25, 2008 Global Gold Mining has
entered into a conditional, confidential settlement agreement with the
Government of the Republic of Armenia to discontinue the ICSID arbitration
proceedings. This agreement does not affect the pending ICC arbitration
involving similar subject matter.
The
Company is subject to various legal proceedings and claims that arise in the
ordinary course of business. In the opinion of management, the amount of any
ultimate liability with respect to these actions will not materially affect the
Company’s consolidated financial statements or results of
operations.
15.
SUBSEQUENT EVENTS
In
accordance with ASC 855, “Subsequent Events” the Company evaluated subsequent
events after the balance sheet date of December 31, 2009 through April 15, 2010,
which is the date the financial statements were issued.
a. On
February 2, 2010, one of the Company’s Directors, Nicholas J. Aynilian, made an
interest free loan of $5,000 to the Company. The Company repaid $2,500 to Mr.
Aynilian on March 1, 2010, and the balance has not been repaid as of the date of
this filing.
b. On
February 25, 2010, the Company, through its wholly owned subsidiary Mego Gold,
LLC (“Mego”) entered into an agreement with Industrial Minerals, SA (“IM”) to
provide Mego with an advance of $450,000 from IM against future sales of gold
and silver concentrate (the “Advance”).
The advance was provided
by IM on February 26, 2010.
F-27
Key terms
include; that Mego provides IM with an exclusive off-take agreement for its gold
and silver concentrate in Armenia through December 31, 2012; for 2009 and until
February 25, 2010, the price IM paid Mego for gold and silver concentrate was
calculated based on 85% of the London AM/PM Gold Fixation and London Silver Spot
(“London Rates”), until Mego delivers 2,250 metric tons of concentrate the 85%
is reduced to 80%, after 2,250 metric tons have been delivered the price will
revert to 85% of London Rates; Mego provides IM with a security interest in its
current ore stockpile in Armenia; and the Company provides for a corporate
guarantee for repayment of the Advance.
c. On
March 12, 2010, GGH transferred the rights, title and interest for the Marjan
property to Marjan Mining Company, a limited liability company incorporated
under the laws of the Republic of Armenia (“Marjan RA”).
d. On
March 24, 2010, the Company entered into an amended agreement with Caldera
Resources Inc. (“Caldera”) establishing the terms for a joint venture on the
Company’s Marjan property in Armenia (“Marjan JV”) which amends the December 18,
2009 agreement.
Key terms
include that Caldera shall own 55% of the shares of a newly created joint
venture company, become the operator of the project, and be responsible for all
expenses. To maintain its 55% interest, Caldera is obligated to spend
up to US$ 3,000,000 on the Property, issue 500,000 shares of Caldera and make a
payment of US$ 100,000 on or before March 30, 2010 to Global Gold
Corporation. The joint venture board shall have two Caldera
representatives and one Global Gold representative. Should Caldera
not perform in accordance with the terms of the Marjan JV, then Global Gold will
have 100% interest of the Marjan JV transferred back and Caldera will receive an
NSR on the Marjan property equal to .5% for each tranche of US$ 1,000,000 up to
a maximum NSR of 3%.
Also
under the joint venture agreement Caldera will own 100% in the Marjan
Gold-Silver Project by making quarterly payments totaling US$ 2,850,000,
starting September 30, 2010, with Global Gold will retain a 1.5% NSR on all
production on the Central zone and a 2.5% NSR on all production on the Northern
zone. Caldera can prepay the payments and take 100% interest of the
JV at any time.
The
agreement is subject to approval by the TSX Venture Exchange and the Board of
Directors of the respective companies.
e. On
March 26, 2010, the Company, through its wholly owned subsidiary Mego Gold, LLC
(“Mego”) entered into a credit line agreement for 1 billion Armenian Drams
(approximately $2,500,000) with Armbusinessbank Close Joint Stock Company
(“ABB”) in Yerevan, Armenia. The credit line includes a grace period
on repayment until April 20, 2011, is not revolving, may be prepaid at any time,
and is to be drawn down towards equipment purchases, construction, and expansion
of the existing plant and operations to increase production capacity to 300,000
tonnes of ore per year at Mego’s Tukhmanuk property in Armenia. The
loan is for a period of 5 years through March 20, 2015, bears interest at 14%
for amounts borrowed, and bears interest at 2% for amount available but not
borrowed. The loan is made and payable in local AMD currency.
As security, 100% of the Mego shares and the mining right certified by the
Mining License Agreement #287 with Purpose of Sub-Surface Exploitation and
Mining License #HA-L-14/356 issued on August 5, 2005.
f. On
March 29, 2010, the Company’s Director and Treasurer, Drury Gallagher, made an
interest free loan of $20,000 to the Company which has not been repaid as of the
date of this filing.
F-28